


Frog-Man & White Rabbit

by Ranaman004



Category: Marvel, Marvel (Comics), Marvel 616, Marvel Cinematic Universe, The Avengers (Marvel) - All Media Types
Genre: Action/Adventure, Adventure, Adventure & Romance, F/M, Friendship/Love, Gladiators, Marvel Universe, Post-Civil War (Marvel), Science Fiction, Space Opera, Superheroes
Language: English
Status: Completed
Published: 2021-01-08
Updated: 2021-02-02
Packaged: 2021-03-12 16:21:20
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 15
Words: 30,440
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28638435
Author URL: https://archiveofourown.org/users/Ranaman004/pseuds/Ranaman004
Summary: Eugene Patilio (aka the Fabulous Frog-Man) gets dragged into the most dangerous adventure of his life by his nemesis the White Rabbit (aka Lorina Dodson). They battle Badoon and other aliens as they fight for survival in the Grandmaster's deadly game on an alien world.
Relationships: Frog-Man & White Rabbit
Kudos: 1





	1. Dreams in Green

It was winter in New York City; snow had been falling lazily for the past week. Things were quiet at Brooklyn College, leaving Eugene Patilio to daydream as he sat alone in his room at the residence hall, gazing wistfully out the window. He knew he should be studying, but somehow, he wasn’t in the mood. Besides, it was an intro course on Weather Science, and he found it painfully hard to pay attention during the lectures, let alone reading from the book by himself. His eyes mischievously drifted over to the box hidden under his bed.

Inside the box was the answer to his dreams. All he needed to do was open it. _No_ , he thought. _I can’t do that right now. I’m supposed to be studying, not bouncing around the city looking for crime_.

Tempting.

It was _so_ tempting.

He had promised his father, Vincent Patilio, formerly the supervillain Leap-Frog, that he would stop dressing up and going out as a superhero, risking his life for action and glory. He was in college now. He was supposed to be an adult, no longer giving in to the childish temptations of an overly imaginative youth.

Still, he kept the costume.

Eugene had managed to keep his grades up, though that was never really the problem. If he was ever good at anything, it was school. He knew how to read and do the work, but it had no allure. He hadn’t even chosen a major yet, hopping from subject to subject, looking for somewhere to fit in. Something he really wanted to do other than…

There was just no pizazz in being good in school. Not like…

 _No_ , he reminded himself, dragging his science book in front of him and opening it to the page where he was supposed to be studying for the next exam. The words blended and seemed to form shapes. Shapes not unlike a frog…

 _No!_ He slammed the book shut and returned his gaze to the window. There was little happening outside, he told himself. On a cold day like this, people on campus were smart enough to remain inside, studying or at least hanging out with their friends. Friends…there was something Eugene was never particularly good at. Not that he couldn’t put on a friendly face and attitude, smiling and laughing at all the right times. Sometimes, he even told a joke or two. But it didn’t mean anything. He was only friendly enough for people to be friendly back, but then forget about him entirely as soon as they looked away. He liked to tell himself that it was a good thing, making him the last person someone might suspect as secretly being a dashing superhero. It had nothing whatsoever to do with any social awkwardness on his part.

He didn’t keep people at a distance. He was sure of it.

Pretty sure, anyway.

The sun was already setting. With all the snow outside, it wouldn’t get very dark. But it would be dark enough.

“Okay!” He declared, shutting his book, and turning towards his bed. “It’s time to go on patrol!” He dashed to his bed and removed the box, unlocking the bike chain he used to keep it secure. He almost fumbled with the keys; he was so eager to get it open. He lifted the lid and beheld his dreams in all their green glory. The Leap-Frog costume (now rechristened to something far more heroic) his father had constructed was a work of art. Menacing and beautiful, it was built of a thick rubber-like material that allowed the wearer to bounce at alarming speeds due to the high-powered electronic coils in the feet, as set by the control panel on the back. Eugene had once been a clumsy goof, wearing the costume back in high school and never quite knowing how to control the jumps. Now he was a master.

Sort of.

Well, _mostly_.

As part of the Hero Initiative a few years back, he was finally given the training he so desperately needed at Camp Hammond, where he took his place alongside other bright and new heroes. There, he finally understood the nuances of jumping around at high speeds.

For the most part.

He would be the first to admit sometimes he lost control midjump and had trouble landing, but that happened less and less these days. Also, he now had combat training! A bit less flabby around the middle, he had honed his body into a tough mound of muscle.

Somewhat.

When he remembered to train, that is.

Sometimes, if he was being honest, it was just more practical to go get a double bacon cheeseburger with lettuce, mayo, and hot sauce than it was to spend all day in a gym or out jogging. Even the best athletes allowed themselves one or four cheat days every week, didn’t they?

At the very least, Eugene knew how to throw the occasional punch. And when you’re leaping towards someone, propelled by the high power of electronic coils on your feet, a single punch was nothing to scoff at.

The costume fit him like a glove. In his heart he knew it was made for him, and he felt comfortable in his own skin when his skin was a thick rubbery green. He peered out of the shadows in the mask’s open mouth, testing his newest additions to the costume. In his time with the Initiative, his suit had received a few upgrades, mostly in terms of the inner lining of his suit. It had been reinforced with a weave of…

Was it Kevlar or was it something similar? He couldn’t remember, he’d been so excited at the time. The suit was now, for all intents and purposes, bulletproof, knifeproof, and even fireproof. It weighed a little more, but that meant it was even more powerful when he accidentally collided with a villain.

 _Intentionally_ collided with a villain, that is.

Eugene’s own modest addition to the costume’s specs had been in the eyes atop the head. In the past, the vacant yellow orbs had been merely decorative. His father’s dedication to the look, he supposed. Now, they were powerful flashlights. All it took was a press of a button on the back panel and he could see in the dark. Okay, so it wasn’t exactly night-vision or anything, but still practical and useful in the long fight against evil. He tested it out in the mirror and the flash almost blinded him.

“Gah! Night vision, check!” He declared, blinking rapidly. He was ready. His room was on the top floor and he pulled open his window, barely feeling the cold winter air come drifting in. The night beckoned. He reached back and activated his coils, ready to make the first jump. From this height, the second jump would be fast after the impact. But it was okay. In his suit, he was no longer Eugene Patilio, mild-mannered undergrad and perhaps more than a little unsure of his future as a mature adult.

No, now he was the Frog-Man.

And he was fabulous.


	2. Crime! Yay!

**Summary for the Chapter:**

> Our hero stumbles upon a crime and attempts to save the day.

The fall was a tad bigger than he expected, and he screamed before his feet touched the ground. The coils in his flippers contracted and then launched him up and forward, nearly four stories into the air. _Get it together!_ he told himself, trying to right his body so he wouldn’t start bouncing out of control. The third jump was a little easier, launching him between two buildings so he could ricochet off the narrow alley walls and make his way to the rooftop. A few well-placed _SPROINGS!_ and he landed on the roof, quickly shutting off the coils from the panel on his back. A couple of minor stumbles and he was standing, proud and strong like a real superhero.

“Not even Spider-Man could’ve done that better,” he said, catching his breath and almost believing his statement. Now, it was time to scope out the streets for crimes to stop. It was cold and the city was caked in snow. It was also incredibly quiet, other than the distant car horns from midtown traffic. He shuddered, imagining being trapped in a car in this weather. Frog jumping across rooftops was the _only_ way to travel. After a couple of much needed stretches, he started bouncing around, following his patrol routes. He didn’t want to stray too many blocks from the resident hall, since it made the return journey completely exhausting- especially if he managed to thwart some bad guys tonight.

Three blocks out he heard something. It sounded like a muffled _POP!_ A gunshot? He nearly slipped off the roof as he abruptly stopped and peered over the edge. Far below in the alley, he saw a young woman being held up by a man in a heavy coat. It looked like he was holding a gun.

“A mugging?” Frog-Man muttered, squinting through the dark opening in his mask. “A crime! Yay!” He turned on the coils and dropped from the roof, just slightly miscalculating the angle of that fire escape. His shoulder caught the ledge and knocked off his descent, sending him rebounding into the wall, turning his drop into a rapid zig-zag collision. The man with the gun observed the racket coming at him from above and turned his weapon away from his original target. Frog-Man, however, was not an easy target to hit, picking up speed from each impact. The woman chuckled and fled immediately, not waiting to see the green ball of madness reveal itself.

Like a cannonball, Frog-Man crashed into the man, slamming him into a nearby dumpster. There was a sickening crack as the man slumped to the ground, the snow buildup from atop the dumpster partially burying him. Sliding into the alley wall opposite, Frog-Man finally came to a stop.

“Oh…” he groaned, shaking off the dizzying effects of his surprise attack. He then noticed the assailant on the ground, moaning weakly.

“I got him!” Frog-Man cheered in triumph. “Ha, ha! I saved the day!”

“My ribs…” the man gasped, unable to move from the spot. Frog-Man then realized the man was in serious pain.

“Uh-Oh!” He panicked at first, terrified that he didn’t know his own strength. He reached into his belt and removed his cellphone, calling for an ambulance. It was an admittedly frantic call, but as soon as one was on its way, he leapt across the street and waited behind a snow-covered bush. He needed to make sure the guy was taken care of before he fled the scene. It was agonizing, watching a man lying there broken, and knowing _he_ was the one who broke him. He breathed a sigh of relief when an ambulance finally arrived and EMTs lifted him onto a stretcher and drove away.

“Curiouser and curiouser,” came a voice to his side. He nearly fell over in surprise and turned to see a young woman in a thick blue coat. She had pretty blonde hair peeking out from beneath her blue wool cap, and a white scarf partially covered her mouth. Even with only her rosy cheeks and sparkling blue eyes visible, Frog-Man could tell she was beautiful. Why in the world was she talking to _him?_

Quickly, he stood up and tried to regain his composure, clearing his throat, and placing his hands firmly on his hips.

“Don’t you recognize me?” She asked him, her eyelashes fluttering.

“I, uh,” he cleared his throat again and projected his voice in a more commanding manner. “I am sorry, miss, but I don’t believe I’ve had the pleasure.” In his mind, he was sure that was something Captain America might say in this situation.

She giggled and shook her head. “No, silly! I’m the one you saved from that nasty man in the alley.”

“Oh!” Frog-Man exclaimed, somewhat embarrassed. “Are you alright?”

“I’m very well, thanks to you,” she said with a concealed grin. “What I find a little curious, though, is what _you’re_ doing over _here_. After you beat him up, you jumped over to these bushes and hid, watching him. Why? Were you hoping he would die slowly?”

“What? No! I just wanted to make sure he was properly taken care of by the authorities,” he stammered, deciding it best not to mention how he may have seriously injured the man. There was a silence following his explanation as the woman stared at him. He wasn’t sure what to make of her. It was as though she was studying the features in his frog mask, trying to peer down into the mouth and glimpse his real face.

Desperate to break the silence, he chuckled and asked, “May I walk you home or perhaps contact a crisis center?”

She laughed at his question and shook her head. “I’m fine, thank you very much, Mister Frog-Man.”

_She said my name!_ He thought excitedly _._ “You know me?”

“Of course, I do,” she said playfully, scrunching her nose. “ _You’re_ my favorite.”

_A fan! A real fan!_ He couldn’t believe it. _Seem confident! You can't let down a real fan._ Was he finally on his way? Was Frog-Man soon to join some of the other great heroes on the national stage?

“I just wanted to thank you,” she said, leaning in closer. She placed her hand on his waist and pulled herself up to kiss the lower lip of his mask. “Perhaps next time I see you, you’ll be a prince. Or maybe that’s the wrong fairytale.”

Frog-Man laughed nervously and said something nonsensical, stammering and sputtering before activating his coils and leaping six stories into the air, bouncing onto a nearby roof and disappearing into the snowy night.

“Oh, _he’ll_ do,” she whispered.

The woman’s smile evaporated and she quickly removed a small compact from her purse, flipping it open and staring at the map screen. A blinking green dot was erratically heading east. A sharp chill ran down her spine and she glanced around at the shadows, suddenly aware of how silent this neighborhood was. She shook away her fears before dashing after her rescuer. 


	3. The Green Knight

**Summary for the Chapter:**

> Frog-Man is lured into a midnight rendezvous with a mysterious woman. Things get violent.

Eugene was still riding high as he woke for class. The previous night had been by far one of his best patrols ever. Not only did he manage to save a beautiful damsel in distress from a mugger or worse, but she was also actually _grateful!_ Those he typically rescued usually found him obnoxious or ludicrous, showering him with praise more in line with “Get away, you freak!” or “What the hell’s the matter with you?” or “Look out! You’re gonna crash into that car!”

Not last night, though. This was a turning point, he realized. From now on, the adventures of the Fabulous Frog-Man were going to be a little more serious. Less accidental, more overtly heroic. _Yeah, that’s the stuff._

He shoved his binder and books into his backpack and practically skipped out into the minikitchen connecting his room to that of his neighbor’s next door. He was already running late, so he figured he’d skip breakfast and just get a larger lunch between classes to make up for it. A healthy choice. He thrust open the door to the hall and found a woman standing there, statuesque and staring at him as though she’d been that way for hours.

“ _Jesus Christ!_ ” He exclaimed, startled enough to nearly fall backwards. The woman was very pretty with strawberry blonde hair and bright blue eyes. In fact, she looked exactly like the woman he rescued the night before.

“How long have you been standing there?” He asked, unsure of what else to say. _Could be coincidence_ , he thought. _How could she recognize me without my costume? How could she know where I live?_

“Since last night,” she answered, much to his horror, her eyes penetrating with their unblinking and unwavering gaze.

 _Is she nuts?_ He couldn’t help but wonder.

“Is there…something I can _help_ you with?” He asked, again, still baffled. His words seemed to trigger something in her mind, for instantly she marched forward and was pushing him back into his room.

“Hey!” He shouted before she silenced him with a hand over his mouth. She was pressed up against him, still staring directly into his eyes.

“Now that you mention it,” she said coolly, “I think you _can_ help me. _Frog-Man_.” As if to answer his thoughts, she continued, “I placed a tracker on your belt last night. Thanks again for saving me. I’ve been keeping up with your exploits and knew you patrolled that area nightly. Lucky for me. I want you.”

Slowly, she removed her hand from his mouth.

“You were tracking me down?” He asked, still very confused. “Then who was that guy attacking you?”

“Oh, don’t worry about him,” she said with a giggle. “Just some bum I slipped twenty bucks and a gun to pretend to attack me.”

“Who _are_ you?” He asked meekly, suddenly feeling a pit developing in his stomach.

“Who in the world am I?” She replied with a grin, as though she just thought of something amusing. “Ah, that's the great puzzle!”

“Er, why do you need _my_ help?”

“ _Want_.” She stated, all traces of humor gone from her voice.

“Huh?”

“I _want_ your help,” she clarified. “I don’t _need_ it. I don’t _need_ anything.”

Satisfied she had modified his question; she then removed her phone from her pocket. After flipping through some of her recent photos, she showed him the screen. On it, he saw video of Frog-Man leaping up to the window of his room, then failing to get the window open and falling, then leaping up to the room again and crawling through the window, finishing with a small victory dance once inside. She smiled as she flipped to the next video, showing Eugene unmasked and changing out of his costume.

Eugene slowly glanced out the window to see the nearest tall tree and realized she must have climbed it and sat there for a long time in order to get this footage.

“If you _wanted_ help,” he said, calm slowly beginning its long hike back into his mind, “why didn’t you just ask me last night? I was standing right in front of you!”

“Leverage,” she said, somewhat matter-of-factly. “People never do what you want unless you make them. Or pay them. You don’t seem like the type who’s for hire. With this, I can guarantee your help.”

“Help with what?”

“Meet me at midnight tonight,” she said, still pressed up against him as she had been for this entire exchange. “On the soccer field. If you don’t show, this footage goes to the Bugle and the police department. I’m sure if the news isn’t interested, some strange assault and battery charges might match your nightly behavior.”

Eugene didn’t know what to say. She stepped away and blew him a kiss before disappearing out his door. It was only then that he exhaled and dropped to the floor. _A tracker!_ He remembered her saying. He urgently removed his costume from the box beneath his bed and searched through the belt. Sure enough, a small white disc had been hidden on the inner lining. He snapped it in half, for all the good it would do now and felt panic wash over him.

“What could she possibly want from _me?_ ” He asked aloud, his own voice helping him sort through his frantic thoughts. “It can’t be blackmail. My student loans should be proof enough that I don’t have any money. Revenge against Leap-Frog, maybe? No, she didn’t even mention my dad, and the only people he ever made enemies were Daredevil and Spider-Man. Is she a sociopath? Some random crazy lady with a frog fixation? Oh, man. What does she want from me?”

He recalled her bizarre demand for his help.

“Midnight at the soccer field?” He repeated. “Maybe she just wants to challenge me to a soccer game?” Ridiculous, he knew. There was no way she thought he was good at soccer.

Eugene could barely pay attention in any of his lectures, too busy fretting over the nonsensical possibilities that some gorgeous blonde would be stalking him and threatening to expose his secret identity. He drifted through the hours, constantly looking over his shoulder and wondering how many people were in on it. Was it a conspiracy? How deep did it go? _The important thing is that I remain calm and handle this like a real superhero_ , he thought to himself. When his classes were finished, he raced back to his room, dressed in his frog suit, and crawled into the corner where he proceeded to hold his knees and rock back and forth. He remained that way until 11:45.

The field was not too far, just a few quick jumps across the campus. It was like a frozen graveyard outside, and to the Frog-Man, it felt like one. There was a sense of doom in each of his leaps, his large flippers leaving big, webbed snow prints along the way. Soon he found himself standing alone in the dark in the center of the soccer field. The alarm on his phone he set for midnight alerted him with the Lou Reed and David Bowie song, “Hop Frog”.

Startled by it, he quickly shut it off and looked around, waiting to be attacked.

Nothing happened.

In fact, nothing happened for a good fifteen minutes, which is an incredibly long time to stand around in the snow, especially if you’re expecting something dramatic to happen.

“Well!” He almost shouted, cautious relief in his voice, “I guess I’m just gonna go home?”

Silence.

Taking this as a confirmation that he was free to go, he reached back to activate his coils. That’s when the field lights flashed on. One by one, they illuminated the white field where he stood completely exposed. Then came the crackle of the announcement speakers.

“I wonder if the snow loves the trees and fields, that it kisses them so gently?”

“Huh?” Frog-Man looked around, trying to find the announcement booth. It was so dark beyond the field, made more so by the lights which illuminated it.

“I’m so glad you came to serve as my champion,” the woman’s voice continued. “Very chivalrous of you, Sir Anura of the Bouncy Feet. As for your challenger?” Suddenly her voice turned to an angry bark, “Hey, jerk! Come out! Show yourself at once! You’ve been following me for two days and I know you’re here. You want me? You’ll have to get me over _his_ dead body. This is the best chance you’ll ever get. Otherwise, you’ll risk exposing yourself to the world and I _know_ that’s something you’ve been trying desperately to avoid.”

From the darkness at the edge of the field, Frog-Man could hear the sounds of snow being crushed. The emerging figure revealed itself in the light as a green scaled reptilian humanoid. His fangs glistened and he wore a thin layer of silver armor over his chest and legs. At his waist he wore dark purple trunks and a short purple cloak at his back. He carried a particle gun with him. The way he materialized implied he had been cloaked and was perhaps here for quite some time.

Frog-Man had no idea what he was looking at. Alien? Mutant? Some kind of Inhuman, perhaps?

“There you are!” The woman’s voice exclaimed happily. “Frog-Man? Allow me to introduce you to my assassin. He’s a member of that vile race of imbeciles known as the Brotherhood of Badoon.”

 _Badoon?_ Frog-Man tried to remember where or if he’d heard of them. Alien, for sure. Not a Skrull. Not a Kree, either. The reptilian snarled at him and began walking closer.

“The rules for this battle are quite simple,” she continued, a clear sense of enjoyment there in her almost musical tone of voice. “Fight to the death! The winner can claim me as the prize.”

“What?!” Frog-Man gasped, suddenly finding himself in a gladiatorial bout. Of all the preposterous things he thought might happen tonight, a death battle with an alien lizard man was not one of them. He barely had time to activate his coils before a pink particle beam tore across the field towards him. Frog-Man bounced out of its path, barely avoiding the next shot to follow.

“Oh, god!” he cried, just barely hopping over another shot that melted the snow between his legs, scorching the field buried underneath. He wasn’t sure if it was real, but he could swear that woman was cackling from the announcer’s booth, her musical laughter echoing over the field. The Badoon said nothing as it primed its basic weapon and fired again, growing increasingly furious with his erratically moving target. The Frog-Man’s movements were so inconsistent and difficult to predict he was unable to get a good shot in. His rifle overheating, he growled in fury and tossed it into the snow, drawing a short blade from behind his back.

The Badoon reached Frog-Man quickly and leapt towards him slashing at him with the blade. Frog-Man yelped as the blade struck him in the gut, but rather than penetrating his green suit, the impact knocked him off course and sent him bouncing across the field towards the bleachers. The Badoon roared in frustration and gave chase, utilizing his superior muscles to try and keep pace. Frog-Man landed feet first on the middle row of bleachers and was forced into a crouch. He was then launched from it like a green missile back towards the Badoon.

Frog-Man, being a pinnacle of human bravery, screamed in the manner of a small child and instinctively thrust out his arms to shield his head. This action brought up both of his fists just before the moment of impact, turning his dive into a flying double punch! The impact was like a thunderclap, lifting the assassin off his feet and through the air. Frog-Man bounced away from him and fell face first into the snow, slowly skidding to a stop. He groaned and managed to crawl to his feet, shaking off the dizzying effects of being bounced around a small soccer field.

He was brought back to a state of alertness when he heard applause from the speakers.

“My hero!” The woman was cheering. The audio cut out suddenly and a few moments later he saw her confidently march out onto the field. The instant she stepped into the light, he felt sick. He didn’t know her before, but he certainly recognized her _now_. She was dressed for winter, wearing a baby blue parka with white fur trimming around the collar. She wore tall white boots and white leggings, but it was really her face and head that stood out and revealed her for what she _really_ was. Her face was painted white with ruby red lips, black lines across both cheeks to resemble whiskers, and a bit of pink on her button nose. Atop her strawberry blonde hair, she displayed large white rabbit ears.

Oh, yes. He knew her, alright. This was Lorina Dodson, aka the White Rabbit. And she was completely insane.

**Notes for the Chapter:**

> White Rabbit created by J.M. DeMatteis & Kerry Gammill  
> Her First Appearance was in Marvel Team-Up #131 (July, 1983)
> 
> She quotes Lewis Carroll's "Alice's Adventures in Wonderland" a lot. Can you spot all the references?
> 
> The Badoon were created by Stan Lee & John Buscema.   
> Their First Appearance was in Silver Surfer #2 (October 1968)


	4. Follow the White Rabbit

**Summary for the Chapter:**

> In the aftermath of Frog-Man's duel, the White Rabbit fills him in on the situation.

Lorina strolled towards the fallen Badoon assassin, twirling her umbrella with a casual grace that bordered on glee. Frog-Man stumbled over to join her and his fallen opponent, suddenly aware of his unexpected victory over an alien warrior in combat.

“I _knew_ you’d win,” she said to him, almost sounding earnest. “I just knew it.”

Frog-Man was still very confused. He glanced down at the Badoon. His neck was bent back in a way that did not look natural.

“You even broke his neck!” She exclaimed happily, pointing down at the Badoon and laughing. “That was _some_ punch!”

Frog-Man’s legs felt wobblily and he slumped to his knees. “I’m a murderer…” he mumbled, picturing his frog costume with a garish white skull on the chest. Almost in response, the Badoon gasped and gargled, speaking in a harsh tongue of some alien language. His neck was indeed horribly broken, and his body was unable to move.

“Oh, thank god!” Frog-Man sighed. “He’s alive!”

The Badoon continued to growl and speak in his guttural dialect. Frog-Man had absolutely no idea what he was saying, but from the tone it sounded really bad.

“Speak English!” The White Rabbit shouted at him. “I don’t know the meaning of half those long words, and, what’s more, I don’t believe you do either!” She then pointed the tip of her umbrella at him like a rifle and it fired a razor-sharp carrot from the end, penetrating the Badoon’s skull through his eye and killing him instantly.

“There!” She said, resting her umbrella on her shoulder. “That’s better!”

“Ah!” Frog-Man cried out. “You killed him!”

“Oh, _please_ ,” she said with a passive wave of her hand. “ _We_ killed him. As a team! _You_ broke his neck and left him in a state of agony. _I_ just eased his passing.”

Frog-Man felt like he might vomit.

“You’ll be fine, Eugene,” she reassured him, helping him to his feet. “Come on. It’s freezing out here. We’ll be much warmer in the Bunnymobile.”

Of all the things to happen now, Frog-Man really didn’t want to follow the White Rabbit into her ludicrous van, but he was too tired and disoriented to refuse. Like a zombie, he let her lead him by the wrist back to a big yellow windowless van with “Mad Hatter’s Chapeau Shop” painted on the side. She loaded him into the back where the floor was covered in pink shag carpeting and she had a small portable stove heating water for tea. She sat him on a toadstool shaped pillow and removed his mask, setting it delicately beside him.

Then she closed the doors to the van and removed her parka, hanging it up on a hook, revealing her regular attire. She was wearing a blue blazer with long coattails and an oversized pink and white polka dotted bowtie. Underneath she had on a thin white vest accentuating her figure and wore a gold pocket watch complete with a gold chain on her hip. She sat down and nestled up beside him before pouring him a cup of tea and one for herself, blowing on it delicately before sipping with a loud slurp.

“Since you killed an alien monster on my behalf,” she began, “I suppose it’s only fair to fill you in on what’s been happening around here.”

“ _You’re_ going to fill me in? What’s to explain?” Eugene groaned. “I just killed an alien I didn’t know so I could save the life of a supervillain. Now I’m having tea with her like nothing even happened.”

“There’s much more to it than _that!_ ” She giggled. “You might be in shock, so I’ll make this as clear as I can for you. I’ll begin at the beginning,” she explained, very gravely, “and go on till I come to the end: then stop. Sound good?”

He looked over at her skeptically, but she just smiled so he said nothing.

“Good! I’m glad that’s settled!” She exclaimed, setting down her cup. She rubbed her hands together excitedly. “It all started two days ago,” she said, her hands held outwards as though she were visualizing the scene. “My henchmen and I were getting things ready for a job. It was certainly not an art heist!”

“…I never said it was,” Eugene replied with a frown, now assuming it could be nothing else.

“Good!” She nodded and continued. “We were scouting the entrances to the art gallery and looking for the best point to attack. A lot of planning goes into one of my little capers, and I like to think I have all the angles covered.”

Eugene remembered a lot of their previous encounters differently but didn’t interrupt. _Best to let the crazy ones rant in peace_ , he thought to himself. _It’s always a bad idea to engage with the weirdos on the subway_. He sniffed at the tea before daring to taste it. It smelled and tasted vaguely like carrot cake.

“We decided to use the building next door as a temporary base,” she explained. “It was supposed to be empty, and we weren’t afraid of any bums that might have claimed it first. So, we parked in the alley and broke into the place.” She looked at Eugene to make sure he was listening, and then decided to retract her statement. “I mean, the building _wasn’t_ locked. We walked inside without any trouble at all. No hobos to chase out and no used needles to sweep away. Everything was _totally_ above board.”

_Sure, it was._ Eugene was still confused, though he doubted that sensation would ever go away as long as he spent time with this nutcase. Why lie about _these_ details? Did breaking into a filthy abandoned building really matter right now?

“So, there we were, preparing to set up our base of operations when Number 3 spotted a light from beneath a locked door.”

“Number 3?” Eugene repeated.

“Oh, I forget their names,” she dismissed his question as unimportant. “Anyway, we investigated, thinking it might be trouble and…yeah, it was trouble.” She sighed, as though it had been a disappointing day. “There was a whole room full of those Badoon guys, all of them working on some big machine. No idea what it was, but it was one crazy light show.”

“You don’t know what it was?” Eugene asked, a little more interested now. Her story, or perhaps the calm in her voice had helped him relax a little. It was an odd feeling, all things considered.

“Anyways, they noticed us right away and started firing those guns at us. My henchmen were wiped out pretty much instantly. It was gross.”

“How awful for you,” Eugene grumbled.

“Thanks. I appreciate your concern,” she said, placing a hand on his shoulder and patting him gently. It was weird. “I barely managed to escape, driving away in the Bunnymobile. The only problem? I was being hunted. I saw one of them following me, activating a cloaking device of some kind before hitting the streets. He’s been after me ever since. I’ve kept to public places and he’s kept his distance. It’s like it was more important he not be seen than it was to kill me. And _that_ makes me curious. What are these lizard guys up to, I wonder?”

“Okay, so I follow your story,” Eugene said, almost amazed at his own words, “but there’s one thing missing. Where do _I_ fit in? Why in the world did you come to _me_ with this? I’m not exactly the most… _popular_ superhero in the city. Also, cosmic threats? Not really my area of expertise.”

“That’s an easy one,” she said, nudging him playfully. “The simple fact is, I didn’t know where else to go. I don’t exactly…and I know this may seem hard to believe, but I don’t exactly have a lot of currency with the other supervillains in town. _Or_ the heroes, for that matter. Spider-Man would never believe me, and it’s not like I can just go up to someone like Fisk to ask for help. Not on such short notice, anyway. In my hour of need, I could only think of one hero to help me. _You_ , Frog-Man. Afterall, you were my first. You never forget your first. We have a special bond.”

He couldn’t say why, but this made him blush. It was both flattering and completely idiotic.

“I knew if I could get to you, you could be my trap for the Badoon assassin. Turns out, I was correct.”

Eugene still found it hard to believe he and his once archnemesis had just killed an alien together, but there it was. Now what?

“Now what?” He asked. “The assassin is…defeated, but if you’re right, there’s more of them and they’re working on something dangerous.”

“Oh, certainly,” she agreed, her eyes wide and expectant. “What would a _hero_ do with that information?”

“He would call the Avengers!” Eugene answered.

Lorina seemed disappointed. “You have their number, do you?”

He did not.

Seeing this was obvious by his silence, she said, “Try again.”

“…A hero would go investigate?”

“Bingo!” She said with a grin, hopping to her feet and standing over him. “This calls for a team-up!”

“With who?”

“With _me_ , silly!” She said, pinching his cheek. “I can’t exactly avenge my poor henchmen alone, can I?”

“Didn’t you say you can’t even remember their names?”

“Fine! Avenge my reputation as a supervillain, then!” She snapped. Eugene thought to make a remark about _that_ , but ultimately decided against it.

“Tomorrow we go investigate that base!” She decided. “But first, we need to sleep. I’ve been up for days and am simply exhausted. You keep to your side of the van. Nothing naughty, okay?”

“What?!” Eugene had no intention of spending the night not only in his frog suit, but in the back of a dirty old van. Lorina on the other hand was already pulling out the carrot shaped novelty sleeping bag and setting up her bed for the night. She placed the heater between them and finally, after wiping off her makeup, she put on an eye mask with a cartoon Cheshire cat on it and turned out the light.

“Good night, my Frog-Man,” she said sleepily. “See you in the morning, assuming we don’t die in our sleep tonight.”

_Why would you even say that?!_ Eugene thought, but Lorina was soon fast asleep and snoring softly. If nothing else, her story about being up for days wasn’t a complete lie. Maybe. Eugene was left sitting in the darkness, alone with only his thoughts and dread. He put his frog mask back on and tried not to cry. _We’ll just check it out,_ he assured himself. _If it looks too dangerous, I’ll call the police. Hopefully, they can get in contact with S.H.I.E.L.D. or someone else who knows what he’s doing. I won’t even have to go in. This is reconnaissance, nothing else. It’ll be okay. Everything will be okay…_

Frog-Man soon fell asleep and dreamt of lizards with broken spines.


	5. Through the Looking Glass

**Summary for the Chapter:**

> Frog-Man and White Rabbit raid the secret Badoon lair.

Frog-Man awoke with a jolt, sensing that the Bunnymobile was on the move. He crawled towards the front seat finding Lorina already at the wheel and driving them through early afternoon traffic.

“Finally awake?” She teased him. “You were all tuckered out! You talk in your sleep, you know.”

“I do?”

“Oh, yes. You say things like, ‘ _Oh, I love you, White Rabbit. Your ears are so soft…_ ’”

“I do not!” Frog-Man shouted, his face deep red beneath his mask. Lorina laughed, though it was more like a cackle.

“We’re already on our way?” He asked, desperate to change the subject as he awkwardly climbed into the passenger seat.

“Early bird gets the worm!” She said, before correcting herself, “Or _frog_ in this case. Speaking of food, there’s cookies in the glove compartment. Help yourself!”

As unappetizing as that sounded, he was pretty hungry. It was a strange kind of hungry. Not the usual craving for a snack, but a deep hunger. Like he hadn’t eaten in weeks. He felt so alert and awake, as though he were standing on a cliffside, peering over the edge, and daring to lean out even further. He opened the glove compartment and helped himself to a couple of cookies shaped like toadstools. They just tasted like regular old sugar cookies, but somehow, they were the best things Eugene could remember eating.

“Can I ask you something?” He said, wiping the sprinkles off the lower lip of his frog mask.

“Ask away, partner!”

“Why all the _Alice in Wonderland_ stuff? My dad read me that book when I was a kid, so I don’t remember all the lines or anything, but I’m pretty sure you’ve been quoting it. _A bunch_.”

“Why _Alice’s Adventures in Wonderland_ , you ask?” said the White Rabbit, not turning to look at him. He could see she was already made up in her weird rabbit makeup. “As a child, I was raised in the lap of luxury. Molded into a proper young lady, whatever _that_ means, by a legion of nannies, teachers, and tutors. I never saw other children. They were _bad influences_. Lewis Carrol was my savior in those days. If not for his words, his gift to my starving imagination, I would have faded away…”

She smiled softly, though there was something off about it. To Frog-Man, even looking at her through the mouth of his frog mask, she seemed almost like this too was a performance. The emotions were just a hair away from phony, like she had rehearsed them for telling this very story.

“I was married off to a ludicrously wealthy old man, practically a corpse when I met him. When he died – and don’t ask me about _how_ that happened – I was finally set free to make my life what I always imagined it could be! One of adventure! Excitement! Explosions! The kind of thing that usually comes with a life of crime and supervillainy. You heroes have so many rules! It’s impossible to keep track of all the things you’re not supposed to steal or who you’re not supposed kill or whatever. I, on the other hand, live truly free from one moment to the next. It’s not about money with me. Never is.”

“Then why steal at all?”

“Because it’s so much fun!” She said with a laugh. “Just think, if I never turned to a life of crime and tried to hold up that Kwikkee Burger, you and I might never have met and then where would we be?”

_Not driving around in an ugly old van about to get killed by aliens_ , thought Frog-Man bitterly. Still, there was something about her story, at least at its core, that he almost related to.

“And _you?_ ” she asked. “Why the dashing frog costume?”

“I wanted to clear my father’s name,” he explained, trying to sound steadfast and sure. “He was once known as the supervillain Leap-Frog, but after he retired, I thought I could put his incredible creation, this frog suit and power coils, to use as a force for good.”

“Redeeming the sins of the father, eh?” She thought about that for a few moments before laughing. “Yeah, right!”

“What?”

“Maybe that’s how _you_ justified it at the beginning, but there’s no way that’s why you’re still wearing that costume. I remember Leap-Frog, and trust me, he was never famous enough as a supervillain to even be considered _notorious_. There’s not much to redeem there and even if there was, you’ve certainly done that by now. No, I think you and I have a little something in common. I think you also crave excitement and adventure, just like me!”

“ _You_ want chaos!” He argued back. “I just want to help people!”

“Sure, but only if you can do it dressed as a six-foot frog! Tell me you’re not just as nutty as I am!”

“We’re _not_ the same!” Frog-Man insisted, though his voice lacked conviction.

“I say we are!” She shouted back at him. “I’m older than you, and must know better.” She giggled after that last statement and it made him pretty sure it must be another quote. Besides, she was older, but not _that_ much older.

“We’re almost there…” she said after a while, driving a little faster. “I can see the building.”

“Which one is it?” Frog-Man asked, leaning forward.

“These aliens…” the White Rabbit muttered. “Killed my henchmen. Made _me_ look like a fool? In _my_ town? Of course, you know _this_ means war…” She pressed a switch on the van’s radio and the song, “Nobody But Me” by The Dickies came on. It was not a good sign.

“Uh, White Rabbit? Lorina?” Frog-Man didn’t like the way she was looking ahead. The van was driving well over the speed limit now, and he was suddenly made very aware that only the driver’s seat had a seatbelt.

“Turn on your foot springs,” she said sternly, her head bobbing rapidly along to the music.

“Uh, okay,” Frog-Man did as she ordered. “Why?”

“When you crash through the windshield, I want you to be ready.”

“Oh…wait, what?!”

It was too late to say anything else. The Bunnymobile had gone off the road and over the sidewalk, slamming into the side of a brick building. It burst through the wall, sending bricks, glass, and yes, a screaming Frog-Man forward into the open space of a large room. A room full of alien machinery and Badoon warriors, all taken completely by surprise.

Frog-Man was sent bouncing around the room, crashing into strange computer paneling and bowling over Badoon left and right. He was in a state of constant ricochet, completely out of control and accompanied only by a series of loud _SPROINGS!_ Some of the Badoon tried firing at him, but not a single one could get off a clean shot. In that chaos, however, he was the perfect distraction for the White Rabbit. She stepped out of the totaled Bunnymobile and began firing her umbrella gun at everything that moved.

“How do you like me now?!” She roared, launching her carrot shaped grenades from the end of her umbrella. Each Badoon caught by one of her carrots exploded right along with it, bursting like a fleshy piñata. The fires soon spread and this lab, base, or whatever it was became a raging inferno.

Frog-Man had been bouncing around so fast he couldn’t even be sure how much of the damage he was responsible for causing. He finally came to a stop when he collided with a caped Badoon and they crashed into a control panel, utterly smashing it. He looked to his right and saw a massive platform with what looked like a glowing circular doorway sparking and flashing rapidly.

“ _That_ doesn’t look good,” he said to no one that was listening. The room was like hell on earth. Everything was on fire and the building’s structure was now in serious question. In the span of about a minute since the van smashed through the wall, every single Badoon in this room was either dead or, he hoped, unconscious. Meanwhile, the White Rabbit was laughing and dancing around in the fires like a madwoman.

“Lorina!” He cried out to her, his costume protecting him from the nearest flames. “We have to get out of here! I think either this machine thing is gonna blow or this building’s coming down!”

She heard his voice and suddenly seemed to realize how dangerous this building had become. Her fetish for violence and chaos had been replaced by something a little saner. A sense of self-preservation. Frog-Man hopped over to her and they raced back to the van. It was a wreck and there wasn’t enough space in the wall for them to get out.

“The door!” He said frantically, pointing to the other, far more sensible way they could have entered this room. They ran to the door and quickly found it to be locked with some device they couldn’t even identify. Whatever it was, it was not of this earth.

“We’re trapped,” Frog-Man realized, turning around to find the flames growing larger. He might be relatively safe from the flames, but a collapsing building? Not likely. The White Rabbit wasn’t safe from either. How could he possibly get her out of here? His first instinct was to make like a wrecking ball and go out the way they came. He could try bouncing into the brick wall, but he wasn’t sure that would work on the first try. They probably wouldn’t get a second. Not to mention any impact might just bring the entire wall down on top of him. Above, the ceiling was starting to break apart.

“I have an idea!” Lorina exclaimed, grabbing him by the arm. She led him into the center of the room and pointed towards the platform with the large flashing gateway made of light.

“What?! _That?! That’s_ your idea?!” He argued, genuinely starting to panic now.

“It’s a doorway out of here!” She shouted back, her eyes aglow with something that was not fear. In fact, she almost seemed to be thrilled by how this all turned out. “It’s like a rabbit hole, or a looking glass! We’ll walk through it together and our adventure will _really_ begin!”

“You don’t know that!” He cried, startled by a chunk of the ceiling falling nearby. “For all you know, that’s just a bomb and if we walk into it, we’ll both be disintegrated!”

“Oh, no,” she said with a smile. “ _That_ is a transporter. I saw them bringing equipment through it before.”

Frog-Man wasn’t sure he believed her, but she seemed so sure about it. She took everything, no matter how dangerous or insane, as a simple matter of course. Recognizing that he was giving in, she started leading him towards the light.

“This is so exciting! When I used to read fairy tales, I fancied this kind of thing never happened, and now here I am in the middle of one!”

“This isn’t a fairy tale!” Frog-Man yelled as they stepped forward, disappearing into the light. A second later, the building collapsed, and the transporter exploded.


	6. The Grand Game

**Summary for the Chapter:**

> Frog-Man and White Rabbit become trapped in the Grandmaster's deadly game of survival. All bets are open!

Frog-Man and the White Rabbit found themselves standing on a bare platform facing a room full of armed Badoon.

“Um…we come in peace?” He said meekly. Every gun was trained on the pair of them in response. Perhaps it was the sudden and dramatic change of scenery or perhaps it was simply the fact that the opposition was not only armed but overwhelmingly outnumbered them, but Frog-Man and the White Rabbit both reacted much the same. They raised their hands and surrendered.

The next few days were spent in captivity. The two of them were locked together in chains and placed in a small cage before being loaded onto a jagged spaceship. There were a few other captives in similar cages. A Shi’ar, a couple kree, an astra (though he had been encased in plastic and had his head covered), even a large Quo Modari. What both Eugene and Lorina found especially curious was that they had been allowed to not only keep all of their gear and weaponry, but their costumes as well. Other than the cage, they were relatively comfortable and unharmed.

“I can’t believe this is happening…” Eugene moaned, his mask resting on his lap.

“So you’ve said,” Lorina sighed.

“This is impossible…I can’t believe this…”

At this, Lorina laughed. “Then I suppose there’s no use trying,” she said. “One can’t believe impossible things.”

Eugene glared at her, squinting his eyes. “You’re quoting that book again, aren’t you?!”

She merely smiled and glanced through the bars towards the window. The stars were a blur as they moved faster than light through the void.

“I wonder where they’re taking us?” She asked aloud. “The Badoon sold us to other aliens. Why do you think that is?”

“Hopefully they’re not taking us to a kitchen to be cooked up.”

“It’s always about _food_ with you, isn’t it?”

“No!” Eugene snapped, though the gurgling in his stomach had another story to tell. She giggled and reached into her pouch, removing one of her toadstool shaped cookies and breaking it in two. She handed him half and he greedily devoured it.

“Thanks,” he said sincerely between bites. She nibbled on hers and continued to study her surroundings. They hadn’t seen anything outside this dark cargo bay since being sold off as captives. The other aliens weren’t exactly talkative. She knew she should be a little more frightened, like Eugene was, but somehow, she just didn’t have it in her. Instead, she was practically beside herself with anticipation. She’d never been to space before, and even if this was to be her final adventure, at least it would be a memorable one. She had tried to pick the lock of their cage with one of her lockpicks, but the alien lock was impossible to pick. At least, with simple earth tools it was. The only other alternative was to blast her way out with one of her exploding carrots, but the cage was far too small to even attempt it and hope to survive.

In the end, she decided they had no choice but to sit comfortably and wait to see what happened next. That’s what any good story is all about, she told Eugene. As a sentiment, it provided him little comfort.

The ship jolted as it arrived at its destination. She could see they were descending towards a green planet, not terribly unlike earth from a glance. The ship trembled violently before settling, and then the cargo bay opened, revealing a small green hill overlooking the ruins of a civilization and a distant green forest. The cages unlocked for them, swinging open. The other captives wasted no time and fled from the ship eager to reach the freedom dangling before them.

Eugene put on his mask and was about to follow, but Lorina placed her hand on his chest and held him back.

“Wait,” said the White Rabbit, her eyes watching the other captives as they ran off towards the ruins below. Silence followed.

“Okay,” she said, standing up slowly and stretching her arms. “Let’s go!”

“Why did we wait?” Frog-Man asked her. “Did you hear something?”

“Nope. Opposite. This is a very quiet place, if you haven’t noticed. I was just waiting to see if the others triggered a trap or something. Looks okay. Come on, let’s stretch our legs!” She strolled out of the ship like it was hers and basked in the sunlight. Frog-Man could do nothing else but follow her lead. He felt naked. Completely out of his element. He was walking around on an alien planet, and he tried desperately not to think too much about that. Instead, he concentrated on Lorina. She accepted this insanity in stride and if nothing else, that was something stable for him to latch onto.

The second he was off the ship, the cargo bay closed, and the ship took off into the air, leaving them behind.

“We’re stranded here!” He exclaimed, watching the ship disappear through the atmosphere. “Where do you think we are?” He asked her. “Why did they bring us here?”

“Who knows?” Answered Lorina with a shrug. “It hardly matters now. Neither of us have ever heard of this place, I can promise you that. Come on, let’s check out those ruins!” She gestured for him to follow and they marched down the hill into the crumbled remains of an ancient city. In the back of his head, desperately searching for a point of reference, he thought it looked like an old Greek city, untouched by explorers. Crumbled collapsed columns, dashed white stone buildings, even the fragmented remains of a couple of statues. Whatever once lived here, hadn’t lived here in a long time. The denizens looked to be quadrupeds if the remains of the statues were any indication.

“Are we supposed to _do_ something here, or…?” Frog-Man asked, but his voice was drowned out by a massive hologram of a man, filling the sky. He had the look of an old man with garish yellow robes. His hair was stark white and his skin, blue.

“Attention all participants in the latest Survival Game! Welcome to Olum-Yarisi, a soon to be forgotten world. I am the Grandmaster. The rules of this game are simple.” A map appeared beside him, showing the layout of the environment around them. Frog-Man recognized the ruins and the forest. They seemed to be at the southernmost point. A blinking red dot appeared in the exact center of the map, at what looked to be a mountain or a butte.

“Survive and reach this point indicated and you will be teleported to safety on my orbiting station. I will then send you back to your proper places of origin. Survive at all costs. It will not be easy to claim this prize. Form alliances and get yourself on a little team. Or you can work alone if that is your preference. Keep this in mind, only _one_ team can be the winner.

“Killing rival players is greatly encouraged! There is only so much room on my station and our viewers will be betting on the competitors. Make a good show of it. Things to keep in mind,” said the Grandmaster with the hint of a smile spreading at the corner of his lips. “There is a barrier around this area indicated,” he explained, gesturing to the map. “The barrier cannot be breached, so you can’t choose to run or simply _not play_. Those that choose not to participate will be hunted down. I have left many vicious surprises in the forest and hills that have no reason to be there other than to attack anything they find. I’d keep moving if I were you.

“The final thing to remember is that this planet has been marked for consumption by the great and terrible being known as Galactus. You have until his arrival to reach the rescue point. I’d give it a couple days at the most, based on a recent sighting. I won’t lie to you about your chances. So, I’ll just say good luck and make your deaths interesting, would you?”

The being known as the Grandmaster dematerialized, but the map remained in the sky. As did thousands of small flying cameras, no doubt broadcasting this spectacle to the gamblers watching from their places of safety off-world.

Frog-Man nearly fainted. Galactus was on his way? As in, the _Devourer of Worlds?_ All he had to do was fight through miles and miles of monsters and he could go home?

“We’re gonna die,” he gasped, and for a moment it dawned on him he was just a guy in silly frog pajamas with springs on his feet.

“No way,” Lorina said, beaming. “You heard the blue guy! This is just a game and I _love_ games! Come on, Frog-Man! Our team’s going to win!” She started walking through the ruins again, this time heading north as the sky map indicated. “I’ve even thought up a great team name for us!”

“Really? What?”

“ _Potent Potables!_ ”

Frog-Man did not have a rational response to this.

“How can you be so calm about this?” He asked, rushing to keep up with her.

“Are you kidding?” She said with a chuckle. “I’m having a wonderful time! Who’s calm?”

**Notes for the Chapter:**

> En Dwi Gast aka The Grandmaster was created by Roy Thomas and Sal Buscema.  
> His First Appearance was in Avengers #69 (October, 1969)


	7. The Midnight Sun

**Summary for the Chapter:**

> Frog-Man and White Rabbit encounter their first opponent in the Grandmaster's game.

Frog-Man had no idea how Lorina stayed so perky all the time. Surely, it must be madness. He was concerned about the violent incentives the Grandmaster mentioned to encourage the participants to play the game; creatures who didn’t care that they were dropped on a serving tray for a space giant. All they wanted was to kill anything they came across.

 _What others had been captured and forced into this weird contest?_ wondered Frog-Man. Would he really have to fight more aliens? He and Lorina walked through the broken stones that had once been the roadways of an ancient city. It was still noticeably quiet. Living in New York all his life, he found the dead silence to be unnerving. The thought of it being “Rabbit Season” crossed his mind, but he dismissed it as a frightened brain fixating on his looney comrade. He wondered now if the silence was because nothing at all was living on this planet, except those dropped off here to die.

As a duo, they were admittedly not especially threatening to behold, but then perhaps nothing else in this giant arena was either. Afterall, it was doubtful anyone truly strong would be captured by mere Badoon pirates and slavers.

This idea was somewhat comforting to him, though when he shared his theory with Lorina, she shot it down. Her counter was that this game was galactic, meaning anyone could probably participate by “entering” their own combatants. That meant any wealthy patron or corrupt organization, or even planetary governments might be involved. They could send their prisoners, their murderers, political exiles…the possibilities were endless. While thinking about it delighted Lorina, who seemed incapable of accepting her own mortality, Frog-Man was becoming extremely aware of his own.

“Wait!” Frog-Man did a short hop and bounce to get ahead of Lorina, stopping them both in their tracks.

“What is it?” she asked, eagerly looking around at the dilapidated buildings. “What do your frog eyes see?”

“I thought I saw a shadow,” he whispered, wondering if she was mocking him or making another inane reference to something. “It was moving through that alley over there.” With his green-fingered glove he pointed across the street. Lorina gripped her umbrella and licked her lips in anticipation.

“I have some bombs. I also have exploding carrot grenades and razor-sharp blade carrots,” she whispered back to him. “Is this an _exploding_ carrot situation or a _sharp_ carrot situation?”

“Uh…neither?” Frog-Man stepped closer to where he saw the shadowy figure. He felt the pebbles crunch beneath his large, webbed flippers and he cursed himself for being completely incapable of sneaking around.

Stillness.

Silence.

Not even the wind.

“I guess it was nothing,” he said, turning back to Lorina. She smirked and pointed behind him. Frog-Man turned and saw a man standing at the end of the road, just before the ruined decay of a plaza. His body looked strapped and armored, encased in pitch black. No features on the face, save for the whites of his eyes. Though he was covered head to toe in a scuffed and battered black carapace, he was partially garbed in an old black cloak and fedora hat. Oddly earthlike for a space being.

“Those clothes...” Frog-Man muttered, unsure if this was an enemy or not. He tried not to make rash assumptions. “Do you think he’s from earth, too?”

“Could be,” answered the White Rabbit, strapping a razor-sharp carrot to the tip of her umbrella. “I say we kill him and _then_ figure that part out.”

“No!” Frog-Man insisted. “No killing! Not unless we have no other choice.”

“That’s not as fun…” she mused, still mulling over his words. “But I like that you’re not _absolute_ about it. You’re getting funnier by the minute.”

Really unsure about the quality of her compliment, he stepped out into the road and waved to the dark figure.

“Hi!” He said in an open, friendly manner.

The man responded by putting a leg forward and shifting his body into a stance, one that appeared ready for combat. Frog-Man had played enough _Street Fighter_ to know a martial artist when he saw one. He decided to make a further display of his peaceful nature and continued approaching as though he were not intimidated. _I’ll just show him we’re not threats_. He held out his right hand, offering it as a greeting. The White Rabbit chuckled and shook her head, readying her umbrella for the inevitable.

As soon as his hand was in front of the silent figure, the man became a blur. A living shadow that evaporated from his vision. Frog-Man felt his arm caught by the wrist and he was then pulled off the ground and tossed through the air. He crashed through a stone wall and was partially buried beneath a small pile of rubble. The entire action had occurred in the span of a single second. He lay there, the world spinning, and had honestly no idea what just happened.

“Hey!” Shouted the White Rabbit, stomping her foot. “That’s _my_ Frog-Man!” She took aim with her umbrella and fired a carrot shaped blade. The man in black caught it effortlessly as though plucking it from the air. He examined it, somewhat curiously, before tossing it over his shoulder.

“That’s alright,” she muttered, reaching into her bag, and retrieving another carrot. “Let’s see you catch _this_ one!” She took aim and fired again. Her carrot was caught easily, but this time it was not a blade. As soon as his fingers wrapped around it, it exploded in a roaring blaze.

“Ha! Take that!” She gloated, sticking out her tongue. The smoke cleared and the man was still there. Somewhat scorched, but otherwise no worse than he had been before. The explosion barely phased him.

“This seems unfair,” she remarked, glancing at the distant rubble for her companion. “Help?”

Frog-Man was stumbling out from the wreckage when he spotted her predicament. The man in black was swiftly moving towards her and in that moment, Frog-Man knew he had to do something to save her. He didn’t have time to think of why, or even if he _should_ , only that he needed to do it. Had he more time, he might have thought better of it.

He activated his coils to their highest setting and lowered himself into a crouch. He made a soft prayer to whatever frog god was listening that when he crashed, his body wouldn’t need to be poured out of his suit. Then he pushed off from the ground and launched like a rocket towards the man.

The mysterious figure spun, moving as fluid as water, and tried to deflect the frog-shaped projectile. Amazingly, he underestimated the force behind the jump. Frog-Man collided with him at full speed and they soared across the street – nearly taking the White Rabbit with them – and smashed into a large stone column, obliterating it into a shower of pebbles.

After hitting the ground, Frog-Man wearily got to his feet and found the man in black had gotten there first. So, he did the unthinkable and threw a punch at him. The man truly was a shadow, dodging the blow effortlessly. Frog-Man took everything he learned from his extremely limited combat training and took a few more swings. The difference in skill was laughable. Every jab was deflected, every punch, avoided. A single backhand from the man in black knocked the mask from Eugene’s head, causing him to stumble backwards into a short wall. His right foot inadvertently pressed against it and it launched him awkwardly back into the fray, nearly doing cartwheels.

In this erratic display, Frog-Man’s left foot coil accidentally caught the man in the chest and the connection launched him as though he had been fired from a cannon. He twisted and flipped through the air, landing gracefully on his feet on the opposite side of the street.

“Nice work!” Cheered the White Rabbit from the broken edge of a nearby roof. “This couldn’t have worked out better, even if we planned it!” She was holding onto a detonator and with a huge grin, she daintily pressed her thumb against the large red button. Almost the entire side of the street where the man in black had landed exploded in a ball of fire, with a few fireworks discharging into the sky for good measure. The shadow of the martial artist soared again and landed on his back in the middle of the street. Utilizing her short-range jet boots, she blasted off from the roof and landed beside the man, planting the tip of one of her sharp carrots against his throat, just between the armored casing.

“You know what they say,” said the White Rabbit, her eyes ablaze with murder, “off with his head!”

“Wait!” Eugene was hopping over to her and pulled her away from the man, just as she was about the force the knife in.

“ _Aw_ , why, though?!” She moaned, yanking her wrist out of his grip.

“Isn’t it enough that we won the fight?!” He said, breathing hard. He looked down at the man and hoped that the “honor of the martial artist” so many cartoons, movies, and videogames taught him about was real. “He knows he’s been beaten and that’s good enough. Can we please not kill _everyone_ we meet?”

“Well…” She looked at his tired face and noticed the bruise developing on his cheek. “Okay. But only because you asked so nicely.”

“Hey, I’ll take it,” he said with a weary sigh.

It was only then that the man in black stood from the road and faced the pair of them. He slowly touched his neck.

“Oh, you can _keep_ your head,” Lorina told him with a wink. “ _This_ time.”

The man glanced at each of them, his eyes lingering on Frog-Man, and then he bowed respectfully and went to retrieve his hat which had fallen off during the explosion. Eugene smiled sheepishly and followed his example, retrieving his frog mask from across the street. He put it back on over his head and felt a little better, now that he was encased in its borderline nonexistent protection. It was strange that with the frog mask on, he felt like he could see sharper and hear better, which was certainly not true.

“I don’t know how it all worked out, but it did,” he sighed to himself, walking back over to Lorina. In the wake of their first battle here, she seemed a little disappointed but said nothing to indicate it. Thinking to improve her mood a little, he offered her his arm. She looked at it questioningly.

“Shall we?” He said, smiling weakly beneath his mask. She smiled at him, a mischievous look in her eye and accepted his offer. Arm in arm, they walked down the road towards the plaza and the forest on the other side. If either noticed that the man in black was following them, they didn’t speak of it.

**Notes for the Chapter:**

> M'Nai aka Midnight Sun was created by Steve Englehart, Jim Starlin, & Al Milgrom.  
> His First Appearance was in Special Marvel Edition #16 (February, 1974)


	8. Encounter with the Starstalker

**Summary for the Chapter:**

> Frog-Man and White Rabbit are attacked by a vicious pack of Outriders!

Frog-Man and Lorina had only been in the plaza a few moments when they heard the growling. It sounded strange, like a large rabid wolf, or perhaps even a bear. It was crazed and frantic but originating from nowhere. Instinctively they moved towards the crumbled remnant of the plaza’s fountain, seeking higher ground.

“Where’s it coming from?!” Shouted Lorina, looking for something to shoot with her umbrella. Frog-Man had no answer for her. The growling had become much louder now, and it was beginning to circle the entire plaza. They were surrounded.

“Do you have any more explosives?” Frog-Man asked her.

“I used up all of my remote bombs against that silent guy,” she answered bitterly. “I still have some exploding carrots, but I’m saving those.”

“You might need them sooner rather than later.”

“Don’t worry,” she assured him, daintily patting his shoulder, and carefully positioning herself so that he was in front of her. “Worse comes to worst, we can just jump out of here.” She clicked her heels, reminding him of her jet boots. He inhaled deeply, waiting for the growling to stop. It didn’t. Instead, it seemed to be growing louder. Closer. How was it possible? There was _nothing_ here. Unless…

“They’re invisible!” He screamed, picking up a large stone and hurling it towards the ground. It struck something in midair, revealing a creature as it materialized before their frightened eyes. It was a strange and horrible beast with six limbs, black and grey skin, and spines protruding from its back. It had no eyes, no nose, only sharp, eager fangs. The appearance of one seemed to alert the others, and a dozen of them dropped their invisibility and snarled as they approached.

“What was that about jumping out of here?!” Frog-Man shouted in a panic. The White Rabbit answered by firing one of her sharp carrots into the pack. The orange blade tore through the flesh of the nearest outrider, but it barely seemed to care. It ripped out the carrot from its neck and then rushed towards them. In a heartbeat it had leapt through the air but was met with the electronic powered coil from Frog-Man’s right foot. It bounced the creature across the plaza, but the instant it landed it was scampering back towards them. Then the rest of the outriders attacked en masse.

Frog-Man was tackled to the ground, pulled into the mass of biting fangs and grasping arms. The White Rabbit was faster to react and rocketed into the air, firing her umbrella at the creatures like a machine gun. Her jets managed to carry her to a nearby rooftop, but five of the outriders were already frantically climbing the walls.

Frog-Man kicked out his legs, feeling a couple of the beasts near his legs go flying, but two of them had his arms pinned while another prepared to bite his face. Two of the four fingered hands pried the mouth of his frog mask open wide, revealing his frightened face within. He could feel the rancid hot breath of the panting monster as it reared back its head for the kill.

It didn’t happen.

Eugene opened his eyes and saw that the outrider on top of him was gone! The man in black had returned and was tossing them away from him!

“Thank you so much you scary silent man!” He nearly cried. The man said nothing, of course, but continued to fend off the outriders. His fighting skill was almost inhuman, he was so quick. He parried and deflected with such ease, the attackers lunging at him with four arms didn’t seem to matter. It was only when they started to all attack him at once that Frog-Man could see he couldn’t defeat them all. He looked over to where the White Rabbit was holding them off from a rooftop. Her umbrella, which was apparently _also_ a machine gun, barely seemed to hurt these things. It was all she could do to keep them from climbing up to reach her.

Frog-Man hopped up from the ground and rushed to the man in black’s side, dropkicking one of the outriders. With a sickening _SPROING!,_ the force from both coils at full power striking the outrider’s narrow waist tore it completely in two. It shrieked from the shocking pain and started crawling back towards him. The cries attracted the other outriders and they all turned towards Frog-Man, collectively perceiving a new threat.

“Oh my god! Run away! Run away!” He yelled, grabbing the man in black and leaping towards the White Rabbit on the roof. As soon as they landed beside her, the roof collapsed, and they crashed into the ruins of a stone building. The outriders were tearing at the walls, trying to force their way in. Some were even starting to phase through it, as though they could alter their body’s density.

“Ouch,” Frog-Man groaned, rubbing his lower back where he had landed. He yelled with a start when he saw what the outriders were doing.

“Bullets don’t kill them!” Shouted the White Rabbit furiously. “ _And_ they can turn invisible and move through walls?! This stupid game is rigged!”

The silent man hurriedly got both their attention and pointed towards an opening in the far wall. He stood and waved for them to follow. The White Rabbit and Frog-Man exchanged glances and decided to chase after him. Better _him_ than the ravenous outriders. The three of them ended up in a narrow side street with the man in black leading them northward. He was trying to show them the way to the forest. Frog-Man was in the rear, having no room to jump and not very quick on his flippers for sprinting. Lorina took him by the hand and pulled him along.

They could hear the outriders crawling behind them, passing through the walls into the alleyway. Some had taken to the rooftops and were following overhead. It was like a nightmare that wouldn’t end. The man in black reached the end of the alley and stopped abruptly. Lorina bumped into his broad back and Frog-Man crashed into her. The three of them burst through the alley’s end and found themselves in a freefall.

The street had ended over a large green hill leading to the forest’s edge. They landed hard and tumbled down the hill’s sharp incline. Frog-Man’s coils sent him bounding higher and over his comrades, forcing him to land face first in a small creek. Lorina tumbled into a grassy clearing a few feet away, her hair a mess and one of her rabbit ears bent awkwardly. The man in black was somehow already standing and looking back up at their pursuers.

“You have got to be kidding me!” Frog-Man groaned, seeing as how the remaining eleven outriders were gliding through the air from the edge of the city. To him they looked like bats from some horrible alien hellscape. The man in black urged the two of them to their feet and he led them through the forest, weaving between the dark trees. He used the natural shadows cast from the forest canopy without effort, at times disappearing completely. Frog-Man could barely keep up with him, let alone keep track of his movements.

Lorina was just beside him, her attention divided between where they were going, which neither knew, and the beasts still nipping at their heels. She secured a carrot to the end of her umbrella and fired it into the treetops just behind them. It exploded and one of the outriders screamed.

“Got one!” She shouted triumphantly between breaths. They soon arrived in a small grassy clearing, where the man in black had come to a stop. Cast in sunlight and standing atop a smooth boulder surrounded by five dead Badoon was a man in bright and garish attire. He wore blue and violet, formed to fit his muscular frame. Atop his shoulders, he displayed a long violet cape with thick fur trimming. His hair was black, and his eyes hardened. He carried a sword at his belt and in his golden-gloved hand, he was pointing a sleek pistol at a fleeing Badoon but withdrew his aim when Frog-Man and Lorina stumbled panting into the clearing. It was only then he noticed the man in black, who even running at top speed made not a sound.

“You!” He exclaimed, seeing the man in black. His attention was turned elsewhere when the outriders burst through the treetops. His reaction was instant, almost as though he knew where they were before they appeared. He fired his pistol and a high intensity beam shot from the barrel, bisecting the outrider from head to crotch, along with a section of the tree behind it. He did the same for every new outrider that burst from the cover of the trees. Frog-Man and Lorina kept their heads low and rushed closer to him, placing their back to the large boulder atop which he remained, picking off the creatures one by one.

It only took a few moments, but all ten of the remaining outriders were felled by his incredible marksmanship and the power of his gun. Everyone waited in silence, wondering if more would follow. Suddenly, the man flipped from the stone and landed, pointing his gun at the three of them. A moment later, a gold robotic falcon swooped down from the sky and landed on his outstretched arm.

“Have you come to kill me?” He asked grimly, looking to the man in black. “Midnight Sun?”

“ _Who?_ ” asked Frog-Man.

The man glanced over at him, seemed to pause a moment, wondering about his costume, and then looked to Lorina, who’s attire was just as strange. A slow grin formed on his face.

“You two have no idea who this man is, do you?”

“Well…not really, no,” Frog-Man admitted. “But he saved our lives and that’s good enough for _me_ right now. We don’t know who _you_ are, either.”

At his side, he noticed Lorina was readying her umbrella, holding it like a rifle. He prayed she wouldn’t try shooting the man who not only saved their lives but did it by killing a horde of alien monsters way better than they ever could.

“Hmph,” the man looked again to Midnight Sun and asked, “is it true? What he said?”

Midnight Sun nodded only once, gesturing to Frog-Man and then himself, placing his hand on his chest.

“ _You_ saved _him_ first?” He asked, interpreting the motion.

“Uh,” Frog-Man had not been able to follow their silent exchange, but shrugged in agreement. “I guess?”

“Interesting. But then again, strange circumstances make for strange allies, I suppose.” He twirled his pistol and slid it back into the holster on his belt. “I am Monark Starstalker,” he greeted them with a nod. “A fortune hunter, of a sort. This is Ulysses, my falcon.”

“I’m Frog-Man,” said Frog-Man.

“And I’m the White Rabbit,” said the White Rabbit, still ready with her umbrella. She harshly blew a wayward strand of hair from her face.

“I suppose I could’ve guessed that.” Monark replied with a smirk. “The man you travel with is known as the Midnight Sun. He is the product of reckless Kree military science to combat beings like the Silver Surfer. A formidable man.”

“Oh,” said Frog-Man with a nod, turning towards his mysterious companion. “Nice to meet you.” He extended his hand and this time, Midnight Sun accepted it, shaking it firmly. Not wanting to be left out, Lorina did the same, and he also accepted her hand.

“Well, this is nice!” Frog-Man declared. He turned to Monark, who was examining his bird. “Thanks for helping us against those monsters.”

“The outriders?” He scoffed. “Foul beasts. Not that you left me much choice. This is a hellish game. I had just been ambushed by some Badoon pirates. Scum, the lot of them. One escaped, thanks to your timely appearance.”

“Oh, uh, sorry?”

“No matter. You’re on your way to the mountain, I presume.”

“A metal bird and a real _genius_ to boot!” Lorina exclaimed, clearly annoyed. “Where else would we be going?”

“No mere bird,” he mumbled with a wry grin, stroking the falcon’s head. “Might I join you?”

“You want to join the Potent Potables?” She asked, somewhat surprised.

“The _what?_ ”

“Never mind that!” Frog-Man interrupted. “Yes, we’re headed to the mountain, and if you want to join our team so we can all get out of here together, we would be thrilled to have you!”

“ _Thrilled?_ Let’s not exaggerate too much,” Lorina grumbled. “If it comes down to it, we can take him.”

“No doubt you could,” Monark stated with a bemused smile. He turned his eyes to Midnight Sun. “And you? _You’ve_ become part of this team?”

Midnight Sun tipped his hat, surprising both Frog-Man and Lorina, but they seemed pleased about it.

“Then I need no other endorsement. Whether we live or die, we shall do it together.” He strode up calmly to the three of them, completely at ease. “Onward, then. You may count Monark Starstalker as one of the Potent Potables.”

**Notes for the Chapter:**

> Monark Starstalker was created by Howard Chaykin.  
> His First Appearance was in Marvel Premiere #32 (October, 1976)
> 
> Outriders were created by Jonathan Hickman and Jim Cheung.  
> Their First Appearance was in Free Comic Book Day Vol 2013 #Infinity (May, 2013)


	9. The Rival Team

**Summary for the Chapter:**

> A dangerous team of cold-blooded killers gathers to win the Grandmaster's game.

Torzo-Dun raced through the forest, having barely escaped with his life from what turned out to be a massacre. That fancy dressed monkey with the robot bird seemed an easy target at first, but it had cost him five of his brothers! The master would not be pleased about this. He had warned him about failure.

He scampered out of the trees to reach the spot on the hill where his master had been waiting. The hill was riddled with dead Outriders. A hunting party must’ve discovered their campsite while he and his brothers were scouting.

Four figures were waiting for his report atop the hill. The first to see him was Ten-Fortifor, the Autocron Rover. He loomed over him, his hulking metallic blue-black body barely catching the light. His red eyes seemed a constant glare as he looked down on the Badoon, his machine race known for its hatred and disgust for all biological lifeforms. Nearby crouched Brother Girish, the Kawa. A reptilian race of zealots thought extinct, to Torzo they seemed more insect than lizard. Girish was in prayer, having removed his helmet and placed it at his side. His small red eyes seemed to be rolled back in meditation.

Standing apart from the Kawa was Raze, the Krozzar. The most humanoid of the lot, he was a scaly figure with bulbous eyes. He was dressed in a dark long coat and his attentions were occupied with cleaning his laser pistol. The three of them went almost unnoticed in the shadow of the leader of this particular team, however. Torzo dropped to his knees before his new captain.

A guttural snarl sent a shiver running up and down his spine. His scaly ridged hide was a dull grey and he towered over him, standing a full fifteen and a half feet tall. His six-inch claws were as ready and eager to kill as his glistening razor-sharp fangs. When he flexed his enormous bat-like wings, they blotted out the sun. Behind him, his seven-foot spiked tail thrashed and broke the very ground, caving in the chest cavity of an outrider’s corpse.

“Report!” Snarled Reptyl Prime, the metamorphosed absolute pinnacle of his race. “Where are the others?!”

“Please, lord!” Torzo pleaded, not daring to look into those terrible blood-red orbs he had for eyes. “We were scouting competition, as you ordered, and we came upon a man with a golden bird!”

“Golden bird? The bounty hunter...” Raze stated flatly, holstering his pistol at his side. “I know of him. He goes by Monark Starstalker. He is not a threat.”

“Where are the others?!” Reptyl repeated, ignoring the words of his comrade and hissing louder as he crouched to the Badoon’s eye level.

“He…he killed them all, master,” Torzo explained fearfully. He was trembling.

“And yet _this_ scum still lives,” Ten-Fortifor remarked sardonically. “Why did the bounty hunter spare _you?_ ”

“It was a…frog creature,” Torzo answered, unsure. “He and a human girl interrupted him, and they were followed by a pack of Outriders. I fled in the chaos.”

“A frog…?” Reptyl hissed, musing over this disturbing information. “A fellow cold-blooded being, and he sides with disgusting _monkeys?!_ ”

“Yes, Brother Reptyl!” Girish declared, excitedly, having finished his meditations. “A traitor to his race and blasphemer against the one true god! A sinner that heralds the doom of this planet and all who crawl upon it!”

“Spare us your inane religious rantings, Girish!” Ten-Fortifor barked at him. “You meat sacks and your _precious_ gods!”

“Silence!” Reptyl roared, getting the desired effect from his crew. He addressed the Autocron severely, “ _Machine_. The only reason _you_ are still functioning is because you are _not_ alive and _not_ a warm-blooded creature. A weapon that follows orders is useful. If it does not, it must be destroyed.”

“…I understand,” Ten-Fortifor stated coldly. He was no match for a creature like Reptyl, a being that could fly through the vacuum of space and battle with the likes of the Silver Surfer. So, he must obey. It wouldn’t be for long, he reminded himself. Someday, the Autocron Empire would see to it that all biological lifeforms were eradicated, and this repulsive Reptyl among them. For now, he would just have to play along. For all his power, this damnable lizard was his best chance at survival in this insane little contest.

Raze seemed to find this whole exchange amusing but said nothing to antagonize the group. Out of the four he was the most cunning, a necessity due to his lack of comparable strength. Reptyl seemed to defer to him for strategy and even sought his advice on occasion, giving him value he did not intend to waste. The Kawa, it seemed, was only kept around as a sycophant and a fellow reptilian creature. It was the same for the Badoon, though they were far fewer in number now.

“This news disturbs me,” Reptyl stated to the group, an odd sense of calm coming over him. “There is a frog creature running amok with humans. _Meat_. He _is_ a traitor, as Girish says.” He snarled and looked down at the trembling Badoon pirate. “And _you_ lost your comrades to _one_ human and then ran away like a sniveling little coward!” He seized the Badoon's comparably small frame with his massive claws, tearing through his scales like tissue paper. Reptyl then opened his mouth and bit down into Torzo’s neck, biting so deep he nearly tore off his entire head. The Badoon died quickly, his bloodied remains dropped unceremoniously to the ground.

Reptyl, snarling and dripping blood from his maw, spat. “Cowards taste foul,” he said as a warning to the others. “This game is a _farce!_ Unlike you pathetic participants, _I_ was not brought here. _I_ was not a pawn in the Grandmaster’s petty scheme. _I_ came to this planet to rest from my travels. I awoke to find the barrier in place and a host of fools running around in the woods. I can smell their mammalian stink. _You_ I’ve spared as my new crew. Our mission is simple,” he explained, his fanged mouth splitting into a toothy sadistic grin. “We will win this game and meet the Grandmaster on his station as champions. Then, I will tear out his heart and feast on it before his dying eyes!” He cackled, his voice like bones grinding on glass. “It will not be the first time my fangs have ended one of the Elders of the Universe.”

“Yes, Brother!” Cheered Girish happily. “Glory be! Doom to the sinners!”

Ten-Fortifor and Raze exchanged silent glances.

“What now, boss?” Raze asked him, concealing his dread. “Seems a waste to enter the forest and hunt down all our competition.”

Reptyl smiled again, licking the blood from his jaw with his long-forked tongue. He could follow where Raze was trying to lead him.

“The Grandmaster expects us to journey to that mountain there,” he said, pointing with a jagged claw to the large flat peak in the distance, as indicated by the massive hologram map in the sky. “He expects us all to play by his rules and fight our way through the forest and the ruins of the city. But there is one thing he did _not_ expect. He did not expect _me!_ ” He opened his massive wings, revealing a 35-foot wingspan, and offered his hands and tail to his three remaining comrades. He picked up Raze and Girish in his claws while Ten-Fortifor was reduced to clinging to his massive tail. Like a demonic dragon, he took to the sky and flew at alarming speeds towards the ultimate destination of the game.

There he and his team would await the inevitable and kill any who were unfortunate enough to survive the forest and find their way to mountain's summit.

**Notes for the Chapter:**

> Reptyl was created by Steve Englehart and Joe Staton.  
> His First Appearance was in Silver Surfer Vol 3 #11 (May, 1988)


	10. What Lurks in the Tunnel

**Summary for the Chapter:**

> The team is forced to travel underground, but it's not exactly safe down there either...

Frog-Man, White Rabbit, Monark Starstalker, and Midnight Sun.

The newly formed team now known to precious few as _Potent Potables_ , moved carefully through the dark woods, heading north. They travelled at a steady pace, which was incredibly tiring for Frog-Man. Hiking was never his favorite activity anyway, let alone doing it in flippers. Eventually, he had to take them off and proceed barefoot in order to keep pace. The White Rabbit seemed otherwise unbothered by the ordeal, walking leisurely with her umbrella open as cover from the sunbeams that occasionally penetrated the oppressive forest canopy.

Midnight Sun, silent as always, watched their flank while Monark naturally took the lead, his robotic falcon flying high overhead, occasionally peeking above the treetops or swooping down and circling around them. Somehow, he was always the first to know if danger was approaching and made sure they knew when to stop and when to move. Out of necessity, they had to rely on his signals and do as he instructed.

It was irritating.

“How does he _do_ that?” Lorina whispered to Frog-Man, keeping relatively close to him during their long trek. “ _I_ don’t hear anything in this gloomy forest. How does he know if there are enemies lurking about? I think he’s making it all up to seem important.”

“I’m not sure about _that_ ,” Frog-Man answered, suddenly wondering if her rabbit ears weren’t merely for show. Seemed unlikely. Truth be told, he had also been watching Monark’s distant back as he moved ahead through the trees.

“I mean, Midnight seems to trust his instincts,” he argued without any real conviction.

Lorina glanced back at the silent shadowy figure and shrugged. “That’s not saying anything. For all you know of that man, or _machine_ , or _whatever he is_ …he might be as dumb as a rock.” She suddenly smiled and leaned in closer so that she was practically whispering down his frog mask’s open mouth. “ _I_ should be leading this group. Don’t you agree?”

Frog-Man absolutely did _not_ agree.

“Monark isn’t the _leader_ ,” he said, thinking diplomatically. “He just has certain _skills_ our team can use right now. He can detect danger or something, so it makes sense that he’s the best choice to guide us through these woods. You have _your_ many skills,” he said, though there were none that he could think of, “Midnight has _his_ , and even _I_ have mine.” This last part was stated almost defensively. “So, you see? We each add our special traits to the group, and we _all_ benefit.” Even though he was making this up on the spot, it made sense for him to think of things in terms of a tabletop roleplaying game. Everyone had their special class and special skills so they could successfully traverse a dangerous scenario and not all die horribly. When he realized he was in danger of babbling he glanced over at Lorina to see if she was buying any of it.

To his surprise, it appeared she had been listening the entire time. She was just staring at him with her sparkling blue eyes. She wriggled her nose before speaking.

“You’re very cute, aren’t you?” She asked, startling him. Inside his frog mask, he was three shades of red and sweaty. The sweatiness wasn’t anything new, but the blushing _certainly_ was. _Why did she say that all of a sudden?_

Seeing how he was struck completely silent by her words, she laughed and twirled her umbrella.

“As long as everyone in our party accepts that _I_ am the leader,” she stated firmly, “there won’t be any problems at all. I know I don’t have to worry about that with _you_. Afterall, you’re _my_ Frog-Man. If it weren’t true, you wouldn’t be here now.”

Frog-Man also didn’t know what to say to this, but there wasn’t time for him to dwell on it. Monark had stopped moving and held up his right fist, indicating those behind him do the same as well.

“Oh, what now?!” Lorina shouted, in no way heeding his signal. He turned around, his eyes wide in horror by her sudden outburst. As if in response to her question – and probably _because_ of the volume in which it was asked – there was a deafening scream behind them. It was so loud it rattled the trees. Then came the sounds of those same trees snapping and falling over. The sounds grew closer by the second.

“What _is_ that?!” Frog-Man gasped, quickly putting his flippers back on his feet. He nearly fell over in the process.

“A monster…” Monark stated grimly before shouting to them, “it’s a Monster of Badoon! It’s too powerful for any of us! _Run!_ ”

He turned northward and broke into a sprint. Midnight dashed past them like a fleeting shadow, following their guide’s footsteps. Frog-Man looked to Lorina and she smiled and shrugged, even as the collapsing trees grew closer.

“As they say, ‘ _when in Rome_ ’,” she clicked her heels and her boot jets carried her quickly away. She gracefully hopped and flew, twirling through the dense forest as she chased after her party.

Frog-Man turned on his electronic coils and was about to leap when the crashing was nearly on top of him. He turned and got a good look at the so-called Monster of Badoon.

Not sure what he was expecting, it was enormous and terrifying.

To say that the Fabulous Frog-Man was afraid would be an injustice to the very concept of fear. This was Frog-Man. A man of daring and adventure. A man willing to put on his father’s frog costume and join the fight against the forces of evil.

He was petrified.

It displayed thick orange scaly skin and a hulking bulk, making it large enough to pick Frog-Man up and crush him in one hand, as it then did to a nearby tree. It wrapped its massive, gauntleted hand around the trunk and a single squeeze turned it into splinters. It looked down at Frog-Man with it’s dead, unfeeling gaze and bellowed a war cry. The sound was guttural and agonized, as though its very existence was a source of immense pain to it. The cry was enough to snap Frog-Man out of his terror and inject him with another sensation that was far more proactive under these dire circumstances.

Self-preservation.

He turned and kicked off the ground with a loud _SPROING!,_ leaping through the trees after his team. He crashed through branches, most snapping from his impact, but nothing stopped him. He could hear the monster giving chase. He could feel the ground tremble from its every step.

A huge beam of energy ripped through the trees, scorching the earth as it traveled. Frog-Man may have been screaming, especially with this new information about his opponent’s ability to fire energy blasts from its gauntlets, but his voice was drowned out by the cacophony from the beams and the damage they wrought. In a situation like this, from somewhere deep in his subconscious, he knew it was best to keep moving and remain calm.

“I’m gonna die!” He yelled, barely dodging another beam that incinerated the tree he had bounced from only a moment before. _Where are my teammates?!_ He wondered in a dread panic. _I’m all alone and a monster is gonna eat me somewhere out in the universe!_

Such were his thoughts until he bounced free of the trees and caught sight of the White Rabbit, waiting for him just outside a small cave entrance in a grassy hillside. She was laughing and waving him over, as if this situation they were in was a joke and not at all horrifying. He leapt through the air and tumbled down into the cave entrance, barely fitting through the hole.

_I can’t believe it_ , he thought to himself in amazement as he practically did a somersault into a rock underground. “I literally followed the White Rabbit down a rabbit hole.”

“Hardly a rabbit hole,” Monark stated, not at all understanding the reference. He was looking around at the cool cavernous tunnel which led deeper into the earth. “But it’s too small for the monster to follow us.”

“That may be, but it won’t stop him from trying!” Lorina said with a chuckle, pointing towards the cave entrance. They looked up to find a massive hand reaching through, grasping blindly for them. When it found nothing, it began to glow.

“Run!” Monark shouted, leading them all deeper into the darkness. The Monster of Badoon fired another blast of energy and the entrance to the cave collapsed into a wall of rock and soil.

For better or worse, they were now sealed in.

“Hang on, everyone!” Frog-Man said eagerly, though he was still breathing heavily from the whole ordeal. He pressed a button on the suit’s control panel and the two eyes atop his mask illuminated the darkness around them, serving as a pair of powerful and literal headlights.

Lorina beamed proudly, as though his convenient ingenuity was somehow her victory. Midnight Sun said nothing, practically invisible in the darkness.

“Very resourceful,” Monark stated with a slight grin, holding out his arm for his falcon, Ulysses, to land. He gestured politely. “Please, Frog-Man, lead the way.”

“Yes! Let’s go,” Lorina said more forcefully, taking Frog-Man’s arm and ushering him further through the tunnel. “We can’t see the map in the sky anymore,” she said, “so we’ll just have to keep moving until we find an exit. Who knows what terrible things we’ll find down here!”

“Why do you sound so pleased about this?” Monark asked her, following just behind them with Midnight Sun at the rear. “Are you mad?”

“Oh, _please_ ,” she said with a sneer. “We’re _all_ mad here.”

The setup for that particular quote had been so perfect Frog-Man actually chuckled at it, causing Lorina to laugh and nudge him playfully in the side. _How was it possible?_ He wondered. In spite of everything, he was actually enjoying himself.

The pathway underground was long, but hardly arduous. In fact, it was paved with stone and along the walls there were many broken devices which once were capable of illumination. This road had once been well traveled, but now was little more than a mausoleum to a dead race, soon to be completely forgotten once Galactus had his way with the planet. Frog-Man found something about this sad. Perhaps, once upon a time, this civilization had been great, maybe even not so different from his own. Now they were gone. Nothing but memories and even those would soon disappear from the universe, leaving nothing but dust in the void of space.

Would Earth one day share this planet’s fate? In a few billion years, Earth too would be destroyed by the sun, if not already destroyed by some calamity like Galactus or Thanos. Would anyone remember his world? Would anyone ever know that once there was a hero called Frog-Man?

“Look there!” Lorina said to the group, snapping him out of his gloomy daydream. Somehow her voice always managed to do that. Just the sound of it was enough to distract him from any dark thoughts, which was strange, given that she was possibly the closest thing he had to an archenemy. She was pointing ahead with her white-gloved hand to a distant light. The end of the road, perhaps? They moved quickly and found themselves in a large open cavern, overlooking a waterfall and a narrow stone bridge over a deep chasm. The waterfall dropped off into the pitch blackness beneath the bridge. A massive drop to be sure.

Fires illuminated the cavern, lining a gap in the walls that traced the entire underground dome in a crossed pattern.

“The tunnel road continues on the other side of that bridge,” Lorina announced to the party, gesturing to it with her thumb. “Let’s go!”

“Wait,” Monark stated, holding out his arm. Ulysses, the mechanical falcon, took flight from its perch and soared through the cavern’s open air, slicing a trail through the waterfall as it did. It circled the entire room before returning to its master’s arm. Everyone waited for his judgement.

“Seems safe enough,” he said quietly. “Keep your guard up. There’s another tunnel hidden behind that waterfall.”

“Lucky for us, it’s not where _we’re_ going,” Lorina snapped at him. “The tunnel _I_ pointed out slopes upwards. That means it will lead us back outside!” She turned abruptly and started marching down the pathway. It zigged and zagged down to the bridge, which was little more than a narrow rock formation that spanned the deep chasm. As they approached, they were barred from crossing as the very ground beneath them seemed to swell and quake.

“Go back!” A violent voice called out to them from the darkness. “Stay away!”

“ _Seems safe enough_ ,” Lorina repeated Monark’s words sarcastically, imitating his voice, though he took no notice.

A massive figure then burst from behind the underground waterfall. He slowed his fall, levitating down to the surface on the other side of the narrow walkway. He was a Judan, an enormous being standing over 12 feet tall. He had four arms, large red compound eyes, and thick scaly brown flesh. What cast him as truly alien – to the likes of Frog-Man and the White Rabbit, anyway – was that rather than his body being divided into head, chest, and abdomen, his was an oval-shaped trunk sporting enormous facial features.

He stood glaring at the party, barring them from crossing the stone bridge. The rocks at his feet seemed to lose their sense of gravity and were floating just a few inches above the ground.

“Hey, fat-head! We need to get through!” Lorina shouted at him, oblivious to any potential danger he may represent. “So, get your ugly ass out of the way or you will be destroyed!”

“Woah!” Frog-Man interjected, waving his arms at the Judan as though that would somehow pacify him. “She’s just kidding! We are _not_ looking for trouble! You probably remember that Grandmaster guy said we have to get to the top of the mountain north of here or Galactus will kill us all. So, we just need to do that. Peacefully! You are more than welcome to join us…?”

“I am called Val-Tyr,” the Judan stated, though he maintained his glare intensely. “And you will not leave this place. This cavern is your doom. All who passed this way have died.”

Frog-Man was hesitant, still hoping perhaps this conversation wasn’t going where it seemed to be. “Is there some danger here you’re about to warn us of?”

At this, Val-Tyr formed a harsh grin, revealing his sharp fangs. “Yes,” he growled. “There _is_ a danger here. It is _me_.”

“I really hoped you weren’t going to say that.” Frog-Man sighed, though he wasn’t really surprised. Meanwhile, the White Rabbit had inched away from the group and was standing near the rock wall behind them.

“This idiotic game is _mine_ ,” Val-Tyr continued. “Many pass this way, but I kill them here and toss their corpses down to the abyss,” he pointed to the chasm beneath the bridge. “When I am ready, I alone will reach the mountain’s summit and be the victor. It is not enough that I win this game. Everyone else must lose.”

“I’ve heard enough,” Monark responded, drawing his pistol. He took aim and found himself dodging a furious hail of stones, seemingly launched from the other side the chasm. He dropped to the floor and was nearly buried beneath a small avalanche from behind. Val-Tyr smiled, and more rocks began to rise off the floor, encircling him like a tornado. Midnight Sun characteristically said nothing and dashed across the stone bridge. The stones were hurled at him with the speed of bullets, forcing him to stop and deflect them. His deadly hands were almost impossible to see as he smacked the stones from the air. He was still moving, but his progress had been greatly slowed and that seemed all Val-Tyr wanted.

Midnight Sun began to sink into the bridge itself, slowly dropping until his feet were through the bottom. He was trapped in the very stone up to his waist. Val-Tyr was generating psychokinetic force from his enormous brain and using it to hurl stone and manipulate the ground beneath his enemies. Monark had also found himself partially buried on his side into the ground, gradually sinking deeper.

Frog-Man may have uttered a stifled cry of surprise, having witnessed the party’s big guns eliminated from the fight almost instantly, but the rocks were now flying towards _him_ as well. One struck his gut and even with the suit’s armor and shock absorbers, he nearly had the wind knocked out of him. He ducked and leapt off the ground, soaring across the chasm and landing just a few feet away from the Judan. The instant his feet touched the ground, rather than bouncing again, he found himself stuck. He looked down to see his flippers being submerged in the rock as it shifted and altered itself to pull him deeper. He was sinking and there was nothing he could do to stop it. Without the power of his electronic coils, he was just Eugene Patilio.

“O frabjous day! Callooh! Callay!” Came a soft and mocking voice from across the chasm. Val-Tyr turned to see the White Rabbit grinning at him from the other side of the bridge.

“You’ve been so busy fighting these poor boys I think you forgot about _me!_ Or is it that you might be afraid to admit you might not be able to kill me? I dare you to make _me_ sink into the floor, Tweedle Dum!”

“You dare?! You dare challenge my psychokinetic power?!” He turned his attention fully towards her and sure enough, his power began dragging her into the stone at her feet. Her smile remained as she sank up to her knees.

“ _Snicker-snack!_ ” She said with a wink. Wedged into the stone wall behind her, her umbrella fired a carrot right over her head, rocketing between her rabbit ears. The Judan gasped, unprepared for the projectile and it flew right into his open mouth. The carrot exploded, taking most of Val-Tyr’s head, which was his body, with it. He burst like a piñata, showering bone, brain, and gore all over the cavern.

The White Rabbit managed to pull herself out of the stone, which was now loose and no longer holding her in place. She dusted off her white boots and said, “She left it dead, and with its head she went galumphing back.” She took a graceful bow in honor of her victory and waited for the boys to get themselves out of their traps. Frog-Man, who was in the “splash zone” crawled out from the stones, now like loose gravel, and quickly removed his mask so he could vomit over the side of the chasm.

Monark said nothing as he brushed himself off and then went to aid Midnight Sun, who was silently dangling from the bridge which had almost collapsed in the middle. After helping pull Midnight up from the bridge, Eugene ran over to the waterfall and washed the blood from his costume and mask.

“Very young,” Monark remarked to him before he could put his frog mask back over his head. “I had suspected, but you’re just a boy.”

Before Frog-Man could respond to this, it was Lorina who came quickly to his aid. “Not anymore,” she insisted, placing her arm around his shoulder and pulling him closer. “He’s a man. My _Frog_ -man.”

Monark simply nodded and started towards the tunnel, which was now open to them. Midnight Sun followed, leaving Frog-Man and Lorina to go last, together.

“I swear,” she said, feigning bitterness though there was no real anger behind it. “You’d think there’d be more _gratitude_ from my team. Afterall, I did save everyone in a spectacular fashion. It may have been a tad on the _messy_ side, but-”

“Thank you,” Frog-Man said to her, interrupting her complaint. She turned to face his frog mask, dripping wet from the waterfall. “Thank you for saving my life.”

The earnestness that wafted up through the dark open maw of the frog mask caught her off guard. As she thought back, she quickly realized no one had ever thanked her for anything. Not once in her entire life.

“…You’re welcome,” she said, almost surprising herself.

She and the Frog-Man stepped out of the tunnel and were greeted by the forest sky, now a deep haze of red.

**Notes for the Chapter:**

> The Monster of Badoon was created by Stan Lee and John Buscema.  
> Its First Appearance was in Silver Surfer #2 (October, 1968)
> 
> Judans were created by Jim Starlin.  
> Their First Appearance was in Strange Tales #180 (June, 1975)


	11. Restless Night

**Summary for the Chapter:**

> The party sets up camp during the first night of the Grandmaster's game.

The party, exhausted from a long day of travel and violence, had emerged from the cavern to find themselves much closer to their mountain destination, but still having a lot of forest to trek through. They had surfaced near a river, the source of which seemed to be the mountain to the north, so it was agreed the best idea was to keep close and follow it, rather than chance the deeper woods.

The sun was setting on the first day of the game, and soon it would be dark. No one in the party seemed to like the idea of traversing the alien forest in the dead of night, even with Frog-Man’s very useful headlights. Fatigue had taken hold and it was decided making camp for the night was the best course of action.

Monark set Ulysses free and went about gathering firewood. Midnight Sun aided him and soon there was a small campfire arranged near the riverbank. It was Monark’s decision to do so, that they might keep their backs to the water, as he advised the team. Midnight Sun didn’t seem to require much sleep or food, so he stood solitary and kept watch. Unfortunately, there was precious little food to go around, other than what remained of the cookies and candies Lorina had left in her pack. Frog-Man gratefully accepted a few of these, though Monark declined. The sun set and night fell over the forest.

As it grew darker and Monark was preparing to sleep, he warned Frog-Man, Lorina, and Midnight Sun of the veneno flowers nearby. He had come across them when gathering wood for the fire.

“They look pretty, but make no mistake, their petals are coated in a deadly poison. Do not eat or breathe too deeply around those flowers.” With that, he fell asleep, wrapped in his cape. Ulysses and Midnight Sun remained awake and ever watchful. It was around that time that nature had made its demands of the Frog-Man and he was forced to answer. There was a nice small clearing near the river, and it was hidden behind a bush with particularly large leaves.

Frog-Man returned to the campsite, his stomach grumbling at him and craving a double cheeseburger, but fatigue had gotten the better of him and he carefully removed his mask. Eugene sighed and wondered how well he’d be able to sleep tonight. He and his father weren’t exactly a camping family, and he had spent his whole life in New York. Nature and roughing it weren’t concepts with which he was terribly familiar. As he settled down against the trunk of a nearby tree, he became suddenly alarmed that Lorina was not there. Panic set in and he was almost ready to shout at Monark and Midnight Sun to form a search party with him.

Noticing the fear clearly on his face, Midnight Sun calmly pointed towards the trees at the other side of the fire. Eugene nodded gratefully and strode off in that direction. It wasn’t long before he came upon a clearing of the beautiful white veneno flowers, softly glowing in the flickering light from the hologram map high above. This planet had no moon, leaving the ever present map the best source of light in the darkness.

Among the flowers, he found Lorina, and she was dancing. Slowly, gracefully, as though in a private waltz, she glided over a small field of deadly poisonous blossoms.

Eugene had been staring – for how long, he wasn’t sure – but she stopped when she noticed him. Since the time he had left the campsite, she had fixed her hair and corrected her smeared face paint, now appearing as she always did at the start of one of her villainous capers.

“Sorry, uh, what are you doing?” He asked, somewhat embarrassed for gawking. Lorina smiled at him, though her eyes held a coldness behind them.

“I’m dancing,” she answered plainly, holding out her white-gloved hand. “Join me.”

“Oh, uh…I don’t hear any music,” Eugene replied, a little too ashamed to admit he’d never danced with a woman before. Come to think of it, Eugene never really danced at all. He never even sang except when he was completely alone, like in the shower.

“That’s okay,” she countered, inviting him towards her more insistently. “ _I_ do.”

Eugene swallowed hard and stepped out onto the beautiful field of death, taking her hand in his. “You better lead,” he advised, his face a bit flushed. “I’m not much of a dancer. _Frog feet_ ,” he added with a chuckle, lifting his right flipper off the ground to show her. Lorina only smiled and led him in a waltz, slowly at first, to give him time to learn her pace and rhythm. Eugene adjusted quickly, and before too long they were sweeping through the field, faster and faster. In that moment, Eugene didn’t feel lost on some alien world, he felt something else. A warmth in his gut that told him something he wasn’t sure he would’ve believed even a few days ago.

There was nowhere in the universe he’d rather be.

The dance came to an end as they moved toward the trees just near where Eugene had stumbled into this clearing. Lorina was staring at him, her gaze intense and unblinking. Her blue eyes sparkled in the neon light from the hologram. Realizing he was at a loss for words, he turned away and was reminded where they were.

“What were you doing out here?” He asked dumbly, hoping to steer himself out of what felt like dangerous waters.

“Gathering flowers,” she answered, pointing towards a small pile at a nearby tree. She let go of his hands and walked over to them, sitting down and shifting her small pack around which she normally kept at the small of her back, hidden beneath her jacket. From it she removed a small bowl and a pestle and began grinding the flower petals into a powder. He didn’t ask her why she carried such tools. By this time, he knew better than to question the White Rabbit about anything strange she did. Instead, Eugene crouched beside her and watched her work. When she was satisfied with the texture, she poured the powder into what looked like a plastic Easter egg.

“What is that?” He asked, after she set it down and prepared for another.

“It’s a poison bomb,” she answered slyly as she worked. “This plastic is very thin and fragile. I figure we can use it to kill someone. I only hope this flower is as deadly as Monark bragged.”

 _Not sure he was bragging_ , Eugene thought to himself.

“I only have so many explosive and razor carrots,” she admitted seriously. “And truth be told, without my gadgets I don’t have a lot to fight with. I’m no fighter, like the weird robot guy. I don’t have any special powers and out _here_ , my money won’t hire people who _do_ have them. As soon as he mentioned this place, I knew I had to make something of it. When you go up against people who are far more powerful than you are, you must use everything you can to win. Cunning can defeat strength. Do you know what I mean?”

Eugene understood all too well, though he wasn’t as cunning as he’d like to be. He’d seen enough action and gone up against enough foes back on earth to know he was often- no, make that _always_ , outclassed in a fight.

“I’m not Spider-Man,” he said after a while. “I can’t do anything right. I try to fight bad guys and do all the things that heroes do, but somehow it goes all wrong. The other heroes only laugh at me. I’m just not like they are.”

Lorina touched his face, turning him towards her. “I didn’t want Spider-Man,” she said to him. “I wanted _you_.”

He smiled and again didn’t know what to say. He looked down towards her deadly eggs and reached for one. She was quick to stop him.

“Let _me_ have one,” he insisted, but she held tight to his wrist and shook her head.

“If these things work, they’re _lethal_.” She argued. “Leave them to me. It’s more my style, anyway.”

“No!” He suddenly found himself shouting at her and it surprised them both. “That’s not fair,” he said further, a bit more calm but no less insistent.

“ _Fair?_ ”

“It’s not fair that because you were a villain on earth only _you_ should have to get your hands dirty,” he explained. “This game we’ve been forced into is too big for either of us and if we don’t somehow manage to make it to the end, we’re _dead_. Let _me_ share the burden. I don’t want to rely on you to make the hard choices alone.”

Lorina was stunned by his emotional outburst. He was pleading for her to let him sink to her level of morality. Or lack thereof. To share the weight of it so they could survive together. She let go of his wrist and he slowly picked up the toy egg and held it delicately in his hand as though it were a diamond.

“If things get so bad and I have no other choice, I _will_ use this. To save you.” He promised her.

“Save _me?_ Why?” She asked.

He answered, “because…we’re a team.”

She looked into his eyes and could see he meant every word. _Such earnestness_ , she thought with a smile. She leaned against his shoulder, looking out at the deadly field of flowers.

“Have you ever been in love?” asked the White Rabbit. She giggled when she felt his entire body get tense. His stammering told her everything, though she knew that well enough.

“No,” he said finally, gulping so loud it was audible even with his thick costume on. “I’ve never even…had a girlfriend…”

“I’ve never been in love either,” she said distantly. “The happiest day of my marriage was the day it ended.” She shifted so that she was looking up at him. He was a little sweaty and his face was flushed in that way it always did when he was embarrassed. “You’ve never even had a girlfriend,” she repeated, this time with a smile. “I think I understand that.”

“You _do?_ ”

“Sure,” she said with a shrug. “You really are the Frog Prince. Someday it’ll happen. A girl will come around and kiss you, turning you into a boring old prince. That’s how the story _ends_. You know the truth of that fairytale?”

“The truth?”

She leaned in closer so that she was whispering in his ear. “The frog is the one who has all the adventures.”

Eugene couldn’t help but smile.

The two of them returned to the camp uneventfully to find things unchanged. Midnight Sun had been tending to the fire and maintaining constant vigilance, as he was incapable of anything less. Eugene and Lorina sat before the fire and he placed his frog mask back on his head. He wasn’t planning to sleep on a dangerous alien planet without wearing it. Lorina snuggled up beside him and quickly fell asleep, snoring like her namesake.

Frog-Man closed his eyes and slept so deeply he wasn’t even aware he slept at all. He awoke to the sound of soft splashing coming from the river. Groggily, he turned over and found two large crab-like creatures rising from the depths.

“Guys?!” He yelled, rousing the rest of his party. "I think we're being attacked by shoggoths!" Lorina, who had been drooling on his arm groaned and turned over. Monark sat up straight and looked to the river where Frog-Man was pointing.

“Kigor!” He said with a curse, rising to his feet. Two orange six-limbed creatures with gaping vacant white orbs for eyes came clattering towards them, faster now that the element of surprise was no longer on their side. They reached out with their claws but were met with fierce resistance from Midnight Sun. Forced to grapple with one, he quickly ripped the arms from its sockets. It howled in agony as it died, giving its comrade pause. It soon thought better of its attack plan and tried to flee back to the relative safety of the river but was shot in the back, Monark’s laser pistol easily penetrating its hard shell.

Midnight Sun finished it off by breaking its neck with a swift stomp. The battle quickly over, he washed the gore from his hands and feet in the river while Monark inspected the corpses. He exhaled deeply and turned to Frog-Man and Lorina, who was still waking up.

“Who wants breakfast?” He asked, picking up one of the Kigor’s large limbs.

**Notes for the Chapter:**

> The Kigor were created by Jack Kirby and Dick Ayers.  
> Their First Appearance was in Tales of Suspense #14 (February, 1961)


	12. Challenge at the Foot of the Mountain

**Summary for the Chapter:**

> The party arrives at the mountain's base, only to be challenged by a powerful opponent.

After a surprisingly delicious breakfast that Frog-Man convinced himself was no different than eating crab legs, the party set out again towards the mountain. The pale morning light cast deep shadows from the treetops, but Monark steered them clear of danger as they continued their arduous hike. Every so often, they could hear the sounds of battle in the distance. An explosion, guns being fired, some creature screaming.

Frog-Man preferred those sounds remain distant, and so far Monark saw to it they were. It was strange, his connection to his gold robotic falcon, but it seemed as though somehow, he could see through its eyes as well as his own. Frog-Man finally asked him about it, and he answered plainly.

“Once, I was working as a rigger,” he began, walking alongside him.

“ _A rigger?_ ”

“Do they not have those where you’re from? _Good_. A rigger is a pilot with his nervous system wired into his ship,” he explained bitterly. “It’s dangerous and painful, but you truly become one with your ship. One day, I was attacked. I ran from my enemies, but in doing so I was forced to traverse the core of a nova to escape them.” He frowned, remembering how intense the light was, and how painful its effects were on his body. “The star's energies destroyed my entire nervous system, my senses, and even my memory.”

“That sounds horrible.” _And completely insane_ , thought Frog-Man. “How did you survive?”

“Perhaps I shouldn’t have. Eventually I was rescued by a passing ship, but the doctors gave me up for dead. The only reason I yet live is because of Ulysses. Built by the Technos, we are telepathically linked. He acts as my artificial nervous system. Through him I can see, hear, and detect thermal readings...” suddenly, he became alert and dashed for cover near a large tree. “We’ve arrived,” he stated, though his voice was grim. Behind him stood the foot of the mountain, atop which was their ticket to freedom.

“Why have we stopped?” Lorina demanded as she caught up, her hands placed firmly on her hips. Above them, Ulysses was perched on a high branch and staring ahead at something. Monark, who was facing the rest of the party, knew exactly what it was the falcon saw.

“There is a pathway ahead that should take us all the way to the summit,” he explained. “But the pathway is guarded by a lone warrior.”

“Just one?” Lorina asked, confused as to why this would matter. “What are we waiting for? Surely the four of us are capable of killing _one_ man.”

“I wouldn’t be too sure,” he replied. “It’s a Beastman of Redstone. They are fierce and deadly warriors. No gimmicks, just power, speed, and skill. The only man I’ve ever heard of who could best them in single combat was the Star-Lord, but that was years ago. Perhaps only a myth to exaggerate his reputation.”

“None of what you just said means anything to me,” Lorina said, her eyebrow raised. “I’m also pretty sure you made most of that up.”

“Believe what you wish,” he sighed, preparing himself. “Just know this man may be very dangerous.”

“Fine. Your fear has been noted. Come on, team! Let’s get to that mountain!” Lorina marched out from the safety of the trees and stepped onto the dry rocky base of the mountain. As Monark had described, it seemed there was only one pathway for them to take. The rest of the mountainside, at least as far as they could see, was sheer cliffs, far too steep to climb. Far too steep to even attempt frog jumping, as well.

Lorina stayed at the head of the group and as soon as they stepped onto the sandy pathway, a figure stepped out to greet them from behind a boulder. He was a muscular being, garbed in a tight red garment that was molded to his body. He wore an ornate golden belt, black leather boots, and bronze cuffs about his wrists. From his belt he wore a large cutlass and seemed to carry a pistol. Though he presented an imposing physical figure, nothing about him could match the sight of his head. His body was humanoid, but his head was that of a great maned lion. He bared his fangs and snarled at them as they got closer, though the glow in his unfeeling feline eyes showed an eagerness to battle.

“You’ve come to fight?” He growled in anticipation, slowly reaching for his sword.

“Not if we can help it!” Frog-Man said before anyone else could speak. _Just once, I’d like to meet an alien who doesn’t want to kill me_ , he thought. “Look, we just need to hike up this mountain. I’m sure you know all about the rules of this game and why we’re here. Wanna join our team?”

The Beastman looked over the four of them slowly. Then a low purring rose from his throat. It quickly turned into a cackle.

“My name is Rex, and I am not here to _play_ in the Grandmaster’s game,” he chuckled, drawing his blade. “He hired me to make things more exciting for the viewers.” With a nod, he directed their attention to some of the flying cameras. A couple of them had settled over this area, anticipating a battle. Rex continued, “My job is to fight anyone who makes it to this point and attempts to climb the mountain. If you were smarter, you would avoid me at all costs. A few Kree weaklings were clever enough to have jetpacks. They flew right over my head.”

“And you let them go?” Frog-Man asked, somewhat surprised.

“Of course,” he answered with a toothy grin. “If anyone can get _around_ me, I’m not going to chase them. I’ll just wait until the next fool comes this way by foot. Not too many so far. My post was made very clear to me. When the game ends, _I_ get a transport out of here. The pay is good,” he said with a shrug. “And I do _love_ a good fight.” Then his yellow eyes took on a new light as he stepped a little closer. “So, do any of you have a way around me? Or are you lucky enough to have to go _through_ me?”

Lorina clicked her heels and rocketed high over his head, landing gracefully on a boulder several feet behind him and out of his reach. Frog-Man looked to Monark and he nodded, advising him to do the same, but first he unholstered his pistol and handed it to him.

“Why?” Frog-Man asked, accepting the laser pistol in his right hand and holding it, unsure.

“You may need it, should you have to make the rest of the journey alone.” Monark gave him a serious look and Frog-Man felt he shouldn’t refuse. He stuck the pistol in his belt and activated his coils. He quickly leapt high over Rex, though his landing was far clumsier. He crashed into the ground and bounced a little further up the path.

As he had said, Rex did not give chase. “Amusing,” he remarked with a laugh, though it had a guttural quality to it. “That’s _two_. How about the rest of you?”

Monark drew his rapier and Midnight Sun quickly shifted into a fighting stance. The Beastman purred his pleasure at the chance for a real fight. Seeing as how Monark had thrown away his gun, he gladly did the same. He drew his pistol from his belt and tossed it behind a nearby boulder.

“Excellent,” he said with a throaty snarl. “Come for me!”

Midnight Sun was first, moving like a fleeting shadow. He attacked with incredible speed and precision, striking at vital points on the Beastman’s body. A few connected, but it hardly seemed to phase his opponent.

Frog-Man hopped up beside Lorina and watched the battle from above. He could barely follow their movements, and he realized then that in his own battle with Midnight Sun, the man had not been taking him seriously.

Then the fight turned.

A wild punch was caught by Rex’s paw, his claws scratching the armor at his wrist. He shoved his cutlass partly through Midnight Sun’s abdomen, just between the plates of his armor. Midnight Sun did not cry out, but his pain was clear from the way his body reacted to the impact. He was lifted off the ground and hurled over Rex’s head, crashing into the dusty road.

“Midnight!” Frog-Man called out to him, leaping from his place of safety and landing beside his comrade. Midnight Sun struggled to pull himself up, but his wound was painful and hindered him greatly. Frog-Man had no idea if he was dying or if he needed repairs. He just tried to help him sit up, unable to think of anything else to do. Behind them, Monark had rushed in to carry on the fight. He and Rex were trading sword strikes at alarming speed, Monark visibly struggling to keep pace with him. His every thrust and swing were easily countered and deflected, while he simply could not match the Beastman’s strength. He blocked a sword strike meant for his chest and the impact sent him stumbling backwards.

A timely intervention from Ulysses bought him enough time to scramble to his feet, but even though the duel was brief, he was noticeably fatigued from the action. There was a look in his eyes that Frog-Man had not seen before now. _Fear_. Monark knew full well he could not beat this opponent.

Frog-Man felt a soft hand tug at his shoulder. He looked up to find the White Rabbit standing beside him.

“Come on,” she said sternly. “We need to move.” She too had been watching the fight and seemed to have a similar notion of the only way it would turn out.

“But what about--?” Frog-Man’s words were interrupted by Midnight Sun rushing back into the fight. He attacked Rex’s flank, but the Beastman’s reflexes were such that having an opponent on either side didn’t seem to matter. He countered Monark with his sword and struck back at Midnight Sun with his free paw. His claws scratched against his armor, chipping away at it, but the man in black did not stop his relentless attack. He had been rebuilt from death itself, formed and constructed into an abomination of science to combat the likes of the Heralds of Galactus. He would not fall to a mere Beastman.

“Let’s move!” The White Rabbit shouted at Frog-Man this time, pulling him away from the scene. “They bought us time to get up the mountain. Let’s take advantage of that.”

In his heart, Frog-Man knew it was true. These two were heroes on a cosmic scale…

_No, they aren’t!_

It suddenly dawned on Frog-Man that neither one of their comrades was an especially heroic individual. Midnight Sun was some kind of silent super assassin for the Kree. Literally built to fight and kill with his bare hands. Monark Starstalker was a ruthless bounty hunter, hardly some kind of space-bound knight errant. _Why did he give me his gun?_

He reached into his belt and drew the weapon, feeling the weight and foreignness of holding something meant only for killing. Monark handed him his most powerful weapon because he knew the Beastman would not consider the Frog-Man a threat.

 _He means for me to shoot him in the back_ , he realized, feeling a pit forming in his stomach. He looked to the White Rabbit and she glanced down at the gun, quickly catching on to what he was thinking. She shook her head and reached out her gloved hand.

“Give it to me,” she said, her voice steady. “ _I’ll_ do it. My carrots probably wouldn’t kill that guy but that thing sure will. Give it to me and I’ll take care of him for you.” She smiled, but there was no joy behind it. It was a cold, merciless grin. The kind that resembled a plastic mask you might buy at the supermarket. One with hollow eyes.

“No,” he said, pulling the gun closer to his chest. “It doesn’t have to be you.”

The fighting was beginning to slow. Midnight Sun was attacking with a flurry of kicks and punches, but Rex seized him by the head, knocking his hat to the ground just before slamming him hard into the dirt. Monark took the opportunity to thrust at his back, but a powerful backhanded swing not only deflected the killing stroke but shattered his rapier. The fight was over.

“A valiant attempt,” Rex snarled at the pair of downed foes. “But you were no match for me. Know that it is better to die with honor at the end of my sword than to die as insects in the fires of a world consumed by Galactus.”

“I don’t know about _that_.” It was a nervous voice that said it. Rex turned to find the Frog-Man facing him, a pistol leveled at his chest.

“You came back,” he stated, somewhat confused. “Why? I let you go.”

“I can’t let you kill half my party,” he insisted, though his voice faltered from inside the frog’s head.

“ _Let me?_ ” Rex repeated with a sneer. “There is nothing _you_ can prevent me from doing, _boy_. You have thrown away the life I spared. You are nothing but a fool!” He roared and prepared to charge but was then assaulted by a hail of gunfire. Frog-Man looked over his shoulder and saw the White Rabbit walking towards the Beastman, her umbrella held out like a rifle and spraying bullets at him.

“Why don’t my bullets kill things on this stupid planet?!” She yelled in frustration, though she continued to fire at Rex. He flew into a rage and charged the two of them. Frog-Man pointed the gun at him but hesitated, allowing Rex to swipe at him with his claws. The impact sent him sprawling to the ground. He glanced up to see the Beastman closing in on the White Rabbit, who had just run out of bullets. She smiled nervously and opened her umbrella in front of her like it was a shield. Rex lifted his cutlass high above his head, ready to strike, but was stopped with a high intensity beam that sliced clean through his back and out his chest.

The Beastman dropped his sword and gasped, then fell over. He was dead.

Lorina looked over to see Frog-Man lying on his stomach, holding the smoking laser pistol in his right hand. He had pulled the trigger. Somehow, even though it had saved her life, she felt no thrill from this. In fact, the open maw of the frog mask seemed even darker than usual.

**Notes for the Chapter:**

> The Beastmen of Redstone were created by Doug Moench, Bill Sienkiewicz, and Bob McLeod.  
> Their First Appearance was in Marvel Preview #18 (Spring, 1979)


	13. Beware the Vorm

**Summary for the Chapter:**

> As the party begins the long trek up the mountain, they discover a terrible new threat...

Monark retrieved his pistol from Frog-Man, thanking him for using it well. He had hoped that the Beastman would not perceive him as a threat, allowing him the best chance to take the shot. He had given Frog-Man the gun instead of Lorina because he thought she was far less likely to use it to save them.

“I put my trust in you,” he said, helping him to stand. “You did not disappoint.”

It was little comfort for Frog-Man, who felt the weight of his actions more profoundly than he expected. This Beastman had a name. It was Rex. He had reason and a life that lead him to this planet, where he was finally killed. _Killed by me_ , he thought, ashamed.

Midnight Sun retrieved his hat and bowed respectfully. Then he and Monark began the long trek up the winding mountain path. Lorina stayed in the back, keeping pace with Frog-Man. He was walking a little bit slower than usual. She said nothing to comfort him. After all, he had made his choice and done exactly as he promised the night before. He had been willing and able to take a life. To save _her_ , no less.

“I have to admit,” she muttered, a smile creeping at the corners of her lips, “I’m becoming a little attached to my Frog-Man.”

The hike was slow, but not too difficult. It was not a steep incline, and it wound up and around the cliffside in a straightforward pathway. There was no getting lost. Storm clouds darkened the sky but Ulysses, Monark’s robotic falcon, had been circling high above and keeping watch for danger. Monark would occasionally report his sightings, telling the group that there only seemed to be one other team on this trail ahead of them. It was that group of Kree warriors the Beastman had mentioned. It seemed their jetpacks had run out of fuel halfway up the mountain. They were making slow progress above them.

“Do you think we’ll have to fight them, too?” Frog-Man asked, finally speaking. Monark turned and waited for him to catch up.

“Likely,” he admitted. “Most of the participants in this insane contest are hardened criminals. These Kree seem no different. They wear pirate insignia on their clothes. Traitorous scum, the lot of them.”

“Oh,” Frog-Man sighed, disappointed.

“You needn’t fear,” Monark said to him, placing a firm hand on his shoulder. “We’ll not kill them if there’s no cause. But remember something, should the act itself continue to weigh on your conscience. It is not a crime to kill in order to protect another or yourself. Even if it is considered such on _your_ world, out here, amongst the stars? Laws vary. Survival does not.”

Frog-Man nodded and they continued to follow the path. There was a callousness to the bounty hunter’s words, but they made sense in their simplicity. He would have to remember them going forward. Midnight Sun had been limping somewhat at the start of this climb, but after a few hours, he was moving as fleetfooted as before. Lorina deduced there was probably some element of self-repair to his mechanisms, either that or he had a healing factor. They couldn’t exactly find out by asking him. She wondered if he’d let her take him apart a little bit, perhaps once they escaped this planet. Frog-Man seriously doubted it.

“Scatter!” Monark suddenly shouted to the group. “Get off the trail! We’ve been spotted!”

His words were quick and startling, forcing Frog-Man and Lorina to look around frantically for the enemy. Monark and Midnight Sun dashed forward, disappearing around the side of the mountain and out of Frog-Man’s sight. The attack came from above. He and Lorina looked up the slope and saw large boulders come tumbling down towards them.

It was a rockslide!

Frog-Man and the White Rabbit acted quickly. She used her jet boots to rocket above the rocks, seeking safety in the air for as long as she could manage. Frog-Man’s response was far less controlled, having to hop up and down, avoiding the boulders as he worked his way up the side of the mountain. There were a couple of close calls, and once he was only so lucky that two boulders collided and knocked each other out of his way before either one would have crushed him. He landed at last amidst a group of five Kree pirates, each one very surprised to see him suddenly appear.

“Uh, hi?” He said with a wave. They responded by attacking him. Whatever adventures they had to get to this point, it had cost them dearly. They had little working armor to speak of and none were carrying any weapons. They leapt at Frog-Man with their fists. He jumped out of the way of one attacker, only to crash into another behind him. The impact sent the man tumbling down the cliff after the boulders he had helped push. Two were on him at once, grappling with him and trying to pin him down. He lashed out in a panic with his feet. One coil connected with a pirate and sprung him into the air. He landed with a crash further down the pathway.

This allowed a moment for his comrades to be startled by the power in the coils, and Frog-Man sat up and punched one of them as hard as he could. The pirate recoiled from the hit but turned his fury back on him by striking Frog-Man’s stomach. He gasped in pain from the impact and reflexively stomped his feet. With a loud _SPROING!,_ this sent him and the two men holding him flying into the air. They lost their grips and crashed into the rocks below. After crashing himself, Frog-Man groaned as he stood back up. He was careful not to bounce himself again and found that only one pirate was left standing. The Kree was horrified by the loss of his men and was holding a sharp rock in his hand.

“Why won't you just die?!” He screamed, desperately. Frog-Man raised his fists to defend himself, but the attack never came. He opened his eyes and found the last pirate dead at his feet, a carrot half buried in the back of his head. The White Rabbit landed a few feet away and rushed over to him.

He was breathing hard and hadn’t had time to think since the rocks began falling. Seeing her standing there alone settled him. _Wait, alone?_ He then realized.

“Where are the others?”

Lorina yawned, adjusting one of her rabbit ears which had flopped forward. “I lost sight of them when the rockslide began. After that, I was too busy watching _you_ in action. Nicely done, by the way!”

“Oh, I don’t know…” Frog-Man said, still catching his breath. All that jumping and fighting was exhausting. “We need to look for the others. Let’s head back down.”

“Oh, all right,” she relented with a sigh. “But only because we may need the cannon fodder later. I get the feeling there’s something terrible waiting for us at the top of this mountain.”

“Please don’t say things like that,” he begged her. He slowly tilted his head towards the summit. It was concealed by dark clouds. He decided not to admit he felt exactly the same way.

*******

Monark and Midnight Sun had turned the corner and taken cover behind a large rock wall overlooking a dark well of water. It seemed to flow from deep inside the mountain. This, Monark deduced, was the source of the waterfall and the river in the forest below. They waited near the water and listened for the tremors to subside.

“Let’s return to the path,” Monark suggested to his silent companion. “It sounds like the rocks have stopped and I worry for our two comrades. They are better suited to avoid such a trap, but somehow I wonder at their skill in doing so.”

Midnight Sun nodded his agreement and the two of them started back towards the pathway. It was in that moment they heard a deep hissing as the waters became disturbed. They spun around to find a massive scaly lizard head breaching the water’s surface. Its scales were a deep red, and its back was covered in spines. It reared up on its hind legs and crawled from the lake towards them.

“A Vorm?!” Monark exclaimed in horror.

“Who dares disturb my rest?!” It bellowed, glaring at the two intruders. It was clear from the very nature of this beast and its sudden appearance it had no knowledge whatsoever of the Grandmaster’s scheme on this planet. Why it had been resting in this place or what brought it here from the stars of which it travelled, Monark did not know. He only knew for certain it was far too powerful for him and his allies to combat. He turned to Midnight Sun.

“Run!” He shouted, and the pair of them fled back the way they came. This response was not enough to sate the Vorm’s anger. He screamed in frustration and burst forth from his resting place, dashing after them.

*******

Frog-Man and Lorina had just started back down the pathway when they spotted Monark and Midnight Sun running towards them. Monark was shouting something at them, waving his arms as if to tell them to go back up the trail.

“Huh. I wonder what’s going on?” Frog-Man asked, innocently. Lorina frowned and squinted her eyes, trying to see through the dust trail behind their two distant companions.

“Beware the Jaberwock!” She exclaimed with a laugh, pointing at the sudden appearance of a massive red dragon, scrambling after Monark and Midnight Sun. Monark was firing his pistol at it on occasion, but the laser barely seemed to scratch the Vorm’s scaly hide. If it caused the creature pain, it wasn’t significant enough to slow down its pursuit.

“Come on,” said the White Rabbit to Frog-Man. “I have an idea…” she led the two of them up a little higher on the path until she was satisfied with the size and shape of some nearby boulders. She pushed against it, feeling it shift ever so slightly, and nodded. Then she guided Frog-Man by the shoulders and steered him around behind it, peeking out a few times to adjust his position.

“Okay,” she said at last. “Sit here and kick this stone.”

“Kick it?!” Frog-Man questioned her order.

“Yep,” she said with a curt nod. “And you better hurry up. That jabberwocky is about to eat half our team.”

“I don’t think it’s a jabberwocky,” he mumbled to himself, sitting down and turning his coils to their highest setting. It was a large boulder, and he wasn’t sure this would work. He pulled back his feet and kicked out at once. The coils in his feet launched the boulder like a pinball, sending it tumbling down the mountainside. Monark and Midnight Sun barely managed to dodge the speeding projectile and it collided with the Vorm square in his chest. The red dragon caught it and was carried back down the trail, rolling with the stone until he crashed into the forest. A few trees fell from the mighty impact.

“Ha!” Laughed the White Rabbit, quickly turning to Frog-Man. “We’ve slain the Jabberwock! Come to my arms, my beamish boy!” She threw herself at him, pulling him close to her in a hug. He laughed along with her, still amazed by what they had managed to do.

Monark and Midnight Sun soon caught up, though Monark was winded from the uphill chase.

“Nice work,” he applauded them with a tired grin. “That should by us some time.”

“Buy us some…?” Frog-Man was not sure what was meant by his rather reserved congratulations.

“That was a Vorm,” he explained, his eyes studying the forest where the beast had disappeared. “No simple foe to kill with a rock. It is an ion-absorbing monster, and I fear that's what it had been doing here all this time until we disturbed it. It will come for us soon. We need to keep moving. The best we can hope for is that we can win this game before it catches up with us. It’s not here by design. I’m sure of it.”

This explanation was all the motivation the party needed to start moving again, keeping their pace quick. They continued the long trek to the mountain’s summit, little noticing the stirring from the forest below.

**Notes for the Chapter:**

> The Vorm were created by Steve Englehart and Bob Brown.  
> The First Appearance was in Avengers #123 (May, 1974)


	14. Team Reptile vs Potent Potables

**Summary for the Chapter:**

> We come to it at last! The final round of the Grandmaster's game! Potent Potables takes on Team Reptile! Ready...Fight!

“I can’t believe it!” Frog-Man gasped and wheezed. “It’s the top!” They had been hiking through rain and a thick fog surrounding the top of the mountain, and it made it impossible for them to see how near they were to finishing the game. Frog-Man had been crawling up a particularly steep incline and his hand finally touched a flat surface. He quickly pulled himself up and the others soon joined him. Staying close to Lorina’s umbrella, they waded out into the mist and found it only extended a few feet. Emerging from the cloud, the four beheld a massive crater shaped like an ancient arena. There were even rows upon rows of stone seats carved into the cliffside surrounding it.

“It’s like the summer Olympics,” Frog-Man said, though only Lorina seemed to understand his reference.

“Look there.” Monark drew their attention to the very center of the arena. “It seems we were not the first to arrive.”

Frog-Man squinted, trying to make out the shapes below. The heavy rainfall made it difficult. “Who’s down there?” He asked. Ulysses took flight and soared around the arena, keeping a safe distance. Monark grimaced, seeing what awaited them below.

“There are four of them,” he informed the group. “One is an Autocron, two of the others, I’m not so sure. There is _another_ , however.”

“What is it?” Lorina asked, suddenly quite curious.

“I thought he was dead…” Monark whispered to himself. Addressing the group, he said, “it appears to be a saurian, one once known as Captain Reptyl. He was a dangerous pirate of no small notoriety in the cosmos. I had heard he’d undergone some manner of transformation, but I thought he’d since been killed by Thanos or the Surfer. It seems I was wrong.”

“Which one is he?” Lorina asked, peering down from the top of a narrow staircase that led directly from the rim of the crater into the arena.

“He’s the winged creature in the center of the group,” answered Monark.

“Wings?” Frog-Man groaned.

“Of those below, _he_ is the threat. Make no mistake about that.”

“Noted,” said the White Rabbit. “Shall we? I think I’m quite ready to win this little game.”

She started down the long stairs, twirling her umbrella and humming to herself. Frog-Man followed after and Monark and Midnight Sun did the same. They marched slowly towards the end of the adventure, where another team had been waiting. The darkened sky soon became abuzz with flying cameras. It seemed all had come to gather here, indicating the likelihood that the game truly was at an end. There were no others expected to come this far.

Frog-Man felt anxious, suddenly very aware that he was so close to freedom. _One more fight_ , he thought to himself, no longer entertaining the idea that this could be anything else he was marching into. It was possible they were walking to their doom, but he wasn’t alone. He trusted in his companions. Lorina looked over her shoulder at him and winked. Such a simple action, yet it bolstered his resolve.

The final drop from the stands into the arena was accompanied by a complete lack of ceremony. Within his mask, he could barely hear his own breathing and pounding heart over the rain. The other team had taken notice of them and waited at the very center. As they drew nearer, he took account of the four opponents.

One was a bulky machine in blue-black metallic armor. His body glistened from the rainfall running rivers down his frame. He glared at them, though his inarticulate face appeared incapable of any other expression. Beside him was a humanoid figure, who if not for the scaly flesh he might almost seem human. He dressed in a long coat that was not dissimilar to those seen on earth. The next creature was smaller in stature, but less human in its appearance. The legs bent backwards at the wrong angle and the arms were more tentacle-like in appearance. Strange opponents to be sure, yet these three were practically invisible beside their massive leader, and there was no mistaking who was leader among them.

To Frog-Man he looked like a demonic dragon with his huge wings, dark scales, and his massive claws and spiked tail. For some reason – though none that Frog-Man could imagine – the one called Reptyl was staring at _him_. He paid no heed to the others at all. The hate in his eyes made it clear he wanted Frog-Man dead and would accept no other outcome.

“Glory be!” The Kawa shouted upon their arrival. “ _Sinners!_ Sinners to sacrifice in the name of the one _true_ god! Yes, father! I am ready!”

“Be silent!” The Autocron barked at his comrade. “You idiotic zealot!”

The Krozzar remained silent, his eyes watchful. He seemed to consider Midnight Sun the biggest threat of the four of them and was thoughtfully weighing his options.

The team unofficially declared _Potent Potables_ lined up against their adversaries amidst a growing storm. Reptyl stepped forward, standing ahead of his minions and snarled down at Frog-Man. His fanged maw had contorted into a vile sneer. Before he could speak, however, the Grandmaster appeared via flickering hologram projection between both groups.

“Good, good!” He proclaimed, seeing the two teams lined up and ready for battle. The rainfall interfered with the clarity of his image. “For a minute, I thought we weren’t going to have a final match. This announcement is to declare the beginning of the end. Galactus will arrive in this planet’s atmosphere within just a few hours. Possibly sooner if his ship moves faster than it was last recorded. You four,” he said, pointing at Frog-Man and his allies, “are the _only_ other team to survive the contest. If nothing else, take pride in that.” He then turned his attention towards Reptyl, a thoughtful look upon his face. “… _You_ were not on my list of competitors,” he stated.

“No. I wasn’t,” Reptyl hissed at him. “But I will win your game and then you and I can meet in person,” he said, feigning a civilized demeanor.

The Grandmaster frowned, not sure what to make of this, but then turned his attentions outward, as though he were addressing an audience.

“To those who’s contestants have not survived, you now have a chance to place a new wager on the final round. Yes, you heard me. All bets are open. Choose between these two teams…”

“Potent Potables!” Shouted the White Rabbit. The Grandmaster raised an eyebrow but made no judgement.

“Choose Potent Potables, a team with such fighters as the infamous Midnight Sun, the bounty hunter Monark Starstalker, and this weird frog person and the cute bunny girl.” He smiled and then gestured to Reptyl’s team, “Or place your bets on this team of _cold-blooded_ killers, led by none other than the notorious Captain Reptyl, once a pirate to be feared, now some kind of mutated super beast. Not originally on our lineup, this could prove to be an interesting match. Odds are now 20-1 in Reptyl’s favor, based on our expert’s analysis.”

There was a long-drawn-out pause as the Grandmaster waited for all bets to be placed. Frog-Man found it oddly disturbing. After everything he and his friends had done to reach this point and escape this miserable planet, now he had to wait in the rain for the powers that be to accept all wagers on his likelihood of survival.

20-1 odds against him were not especially flattering.

“Ah! We’re set! All bets are in!” Grandmaster turned back to the two teams. “You may commence the killing whenever you’re ready.” And with that, his fluttery image dematerialized, leaving only the angry reptiles and robot standing before the party.

“Uh, should we go first, or--?” Frog-Man’s words were interrupted with a yelp as Reptyl soared towards him almost faster than eyes could follow and snatched him from the group. He then climbed high into the air, leaving the arena behind.

“Hey!” Complained the White Rabbit. “That’s _mine!_ ”

“The dead frog is the least of your worries, sinner!” Shouted Brother Girish, the Kawa. By doing so, he was truly claiming his opponent from his teammates, and had apparently chosen the one he assumed was the least dangerous. Ten-Fortifor the Autocron had settled on Midnight Sun and marched towards him, intent on destruction. Midnight Sun maintained the distance between them and led him away from the others. That left only Monark to face Raze, the Krozzar.

What happened next, happened _very_ quickly.

“By this dagger, I sacrifice thee to the one true god! _Doom!_ Doom to us all, oh lord!” Girish brandished a glowing dagger and leapt at the White Rabbit. “ _Amen!_ ”

She fleetly shot into the air with her jet boots, hovering above his head just long enough to draw one of her razor carrots from her bag. After a flash of lightning, her boots cut out and she fell upon him, jamming the blade into his skull. In a rage, she screamed as she stabbed him repeatedly.

“Give! Me! Back! My! Frog!” By an act of horrific murder, the Kawa was finally given the doom he so coveted. In that time, not being distracted or particularly bothered by the gruesome death of a comrade, Ten-Fortifor had prepared to attack Midnight Sun.

“I scan rotten _meat_ in that containment armor you wear,” he stated coldly. “You’re nothing but a _cyborg_. Disgusting.”

Midnight Sun made no response, maintaining his stance towards the enemy, almost inviting his attack.

“You think your meat creators built you strong enough to engage a true Autocron?” As he moved, there was a sound like whirring servos, an engine roaring to life. “You are no match, cyborg scum.” He charged forward like a bulldozer, preparing to crush Midnight Sun with a force of sheer mechanical power. His fists shot out like battering rams, but the crash that followed halted his steps. He found that Midnight Sun had caught both of his fists mid-strike and stopped his charge. Ten-Fortifor dug his feet into the wet sand, but he could not push him forward. The resistance was overwhelming.

There was a sound of tearing metal and Ten-Fortifor was horrified to see Midnight Sun’s fingers digging into his knuckles. He tried to free his hands but could not. His faceplate then flipped open and he fired a bright laser directly into Midnight Sun's face. When the beam dissipated and his faceplate snapped back into position, he locked eyes with the being standing before him and thought for a moment Midnight Sun was smiling at him.

"Impossible!" He shouted, seeing that his opponent retained no damage from the pointblank attack. The next instant, his arms were forcibly torn from his body. His right arm ripped at the elbow joint and his left pulled clean off at the shoulder.

“KRZZT!” He cried out, stumbling back. Midnight Sun was like a blur as he delivered a roundhouse kick to his chest, caving in the metal carapace. Ten-Fortifor collapsed on his back, sparks spraying from his arms, and watched helplessly as Midnight Sun stepped closer, barely more than a shadow.

“Unbelievable…” he croaked as an armored foot crushed his head.

*******

“It seems you’re all that remains,” Monark informed the Krozzar, having witnessed the Kawa and Autocron’s destruction. Raze looked over to where Midnight Sun was pulling the screaming White Rabbit off his dead ally, now little more than a pile of scales and blood in the sand.

“Will you yield, or do you dare your luck?”

Raze nodded and shrugged his shoulders. “What else can I do? I yield.”

“Good man,” Monark grinned slightly and gestured for him to leave. “I promised a friend I would only kill if necessary,” he said, holstering his pistol. Raze nodded and turned, walking slowly towards the other side of the arena. After only a couple of steps, Monark quickly shot him through the back. The laser put a hole right through his heart, killing him instantly. The Krozzar collapsed into the wet sand, dropping the gun he had drawn for a surprise attack. Ulysses had been watching him from the other side the entire time, so the action had not gone unnoticed.

“Fool.” Monark shook his head and rejoined the others. Midnight Sun and a somewhat bloody Lorina were watching the dark sky, trying to see through the rainfall.

“Any sign of them?” Monark asked.

“No, you nincompoop!” She barked, frustrated in spite of her victory. “And these guys were _terrible!_ How were the odds so stacked against us?”

Midnight Sun had not moved, his eyes focused on a distant point. Monark grimaced, sending Ulysses into the air.

“The odds were not for _them_ ,” he explained. “The one called Reptyl? He’s a force beyond any one of us.”

“Oh,” she said, no longer quite as angry as before.

*******

Frog-Man had barely known what hit him. Reptyl’s flight speed was a terrible thing to behold, and he was not even aware of those wings’ capabilities to soar through the void of space at warp speeds. Not that his prior knowledge would have helped him at all. He had been seized by powerful claws and was flown into the lower atmosphere. He could barely breathe.

They had risen above the storm, and he could see everything from up here. The mountains, the forest, the ruinous city. The whole horizon of this dead alien world. He could see the giant machines descending from the upper atmosphere…

“What the--?!” He choked. Reptyl followed his frightened gaze outward and a cruel smile formed.

“The devourer of worlds has arrived,” he stated with a snarl. “This planet will soon be no more. And _you_ …you are a vile traitor to your cold-blooded…” his hateful words trailed off as he then sniffed at his prey, bringing him closer to his jaws and those razor-sharp fangs. Frog-Man could feel his hot, fetid breath on his face. It stung his eyes. Reptyl peered closer, looking deeper into the mouth of the frog mask.

“ _You!_ You’re not even a frog!” He roared, somehow even more furious than he had been before. “You’re just a pathetic little human boy in a costume! You’re so jealous of us superior cold-blooded beings that you wear a mask and pretend to be one!”

“You…may be right…” Frog-Man admitted, gasping in pain. He chuckled weakly, realizing he was about to die. There was no cute little trick to get him out of this one. A quick glance down at a fall not even his coils could bounce back from told him that _this_ time, his luck had finally run out.

“You’re not even worth killing,” Reptyl growled, before glancing upwards at the stars. Some spark of cruelty glimmered in his red eyes. “But I will allow you to share the fate of the Grandmaster. Just think of yourself as an… _appetizer_.” His jaw opened tall, revealing his glistening fangs and he reared back his head.

 _He’s going to eat me?!_ He squirmed in Reptyl’s unbreakable grip, his legs kicking frantically. He only had one partially free hand, with his left having been pinned to his side in an awkward position. Perhaps it was the thought of becoming food himself that made him remember the plastic Easter egg he had stashed in his belt. He desperately removed it and tossed it in Reptyl’s gaping mouth, just before it closed around his neck.

Reptyl felt it fly down his throat and he swallowed, momentarily distracted.

“What was _that?!_ ” He hissed at his prey, more annoyed than anything.

“Hopefully, something that will work quickly!” Wheezed Frog-Man. Reptyl snarled at him and prepared again to bite, but this time something stopped him. There was a distant look in his eyes, as though he could feel that something was not quite right…

Suddenly, Reptyl began retching violently. He released Frog-Man from his clutches. With a terrified yell, he fell. More reflex action than anything else, he reached out as though he might start flapping his arms and grabbed the first thing he came in contact with.

“Oh my god!” He cried out, holding tightly onto Reptyl’s spiked tail. Reptyl had barely noticed, as the convulsing and retching grew louder and more violent. His wings were struggling to keep him airborne and the two of them were now plummeting back down into the dark clouds. Every so often, the great wings would catch the wind and they launched him back upwards, but then the fall would begin again in earnest. It was like a nauseating amusement park attraction, thought Frog-Man, clinging to that tail as it swiped back and forth in all directions while they fell.

When they were within falling distance that might better be described as falling from a skyscraper, Frog-Man peeked one eye open and spotted a gold robotic falcon attempting to keep pace with their manic descent. _Ulysses!_ He couldn’t mistake that beautiful bird! It was trying to get closer to him, offering its talons. _Does it want me to jump to it?_ He wondered, shaking his head in adamant refusal. The falcon did not accept this and tried to fly closer.

“Shoo!” Frog-Man shouted at it, trying to swat it away. The act loosened his grip and he slipped from Reptyl’s tail.

“Ulysses!” He screamed, now in a freefall from about a thousand feet up. Ulysses dove after him, offering up its talons again. He reached out and grasped them, and the falcon attempted to steer their fall into a glide. It latched its claws onto his wrists, making sure it could not let go, and slowly carried him back to the ground, roughly setting him down in a shallow puddle beside his party.

“You’re heavier than you look,” Monark remarked with a smirk, allowing Ulysses to perch on his arm. He patted it softly on the head.

“Thank you!” Frog-Man exclaimed, not caring enough to take offense as he was still trying to catch his breath. The feeling of vertigo had not yet left him. Midnight Sun helped him to his feet and Lorina threw her arms around him.

“Guys! Galactus is here- hey, woah--?!” Frog-Man suddenly noticed all the blood on her outfit and face. He glanced around the arena and took in the grizzly sight of all the dead bodies. He was not allowed anytime to process that, for it was then that Reptyl crashed into the wet sand behind them in a massive splash. He was vomiting blood but did not yet seem ready to die.

“What did you do to him?” Monark asked, aiming his pistol, and slowly backing away.

“I gave him an egg!” Frog-Man explained.

“Good thinking,” Lorina smiled and nodded her approval, though she too followed the party’s example and was slowly backing away from the sick creature. Midnight Sun on the other hand, had dashed towards him, practically gliding over the surface of the ground. Like a fleeting shadow, made almost invisible in the storm, he was suddenly airborne in a flying kick. Reptyl swatted him from the air with his spiked tail and sent him sprawling across the arena, where he tumbled across the ground and then crashed into the seats.

“Get back!” Monark shouted to Lorina and Frog-Man. He fired his pistol, but the laser didn’t even scorch Reptyl’s wet scaly hide. In retaliation, Reptyl’s right claws began to glow and he blindly shot out a concussive blast of cosmic energy. It sent a shockwave through the arena towards him. Monark leapt out of the way, but the sheer force from the blast hurled him through the air. He landed with a crash on the muddy arena floor.

Even Frog-Man and Lorina were knocked from their feet.

“I don’t suppose you have anything in your pouch that could take _him_ out, do you?” He asked, wearily.

“I’m down to my last carrot bomb,” she admitted, shaking the dizziness from her head. “I’m not sure that’ll do it, though. Maybe more poison?”

“I really don’t think I could get him to eat another one,” Frog-Man said as he tried to help her crawl a little further away. Reptyl was still thrashing about, and his claws were beginning to glow. As though that weren’t dangerous enough, the planet had become rocked with tremors from Galactus’s terrible machines. The planet’s energy was now actively being drawn out for his consumption.

Time was almost up.

“I’ll kill you!” Reptyl roared, his guttural scream spraying blood on the sand.

“Lorina,” Frog-Man turned to her, accepting that this time, for sure he was going to die. “I just want you to know, in spite of everything…”

There was a terrible shriek that sounded from atop the arena. They both looked up to find the Vorm had returned and was gliding down to join them.

“Oh, _come on!_ ” Frog-Man cried out, amazed things could somehow get worse. It did not seem that way to the White Rabbit, however. The appearance of the Vorm had given her a much-needed splash of inspiration. An idea was forming…

“What madness is this?” The Vorm roared, just as it was struck by an exploding carrot. The bomb hit him right between the eyes. When the smoke cleared, and it was painfully obvious he wasn’t harmed in the slightest, he screamed again. “Who dares insult me?!”

“He does,” said the White Rabbit, pointing innocently towards Reptyl, who’s claws were pulsating with cosmic energy. The Vorm needed no further encouragement and hurled himself at Reptyl in a blinding rage. He was met with bursts of cosmic energy and they grappled into the air, slashing, and biting at one another. The Vorm’s vitality and strength were an advantage, but it recoiled in agony from the energy blasts that Reptyl emitted. The gathering of cosmic power seemed to attract the lightning itself.

“It’s like watching dragons fight!” Frog-Man exclaimed in awe of the violent spectacle taking place over their heads. Monark limped closer towards them and soon they were even joined by Midnight Sun, who was nursing his left arm. The four of them watched Reptyl Prime battle the Vorm in the heart of the storm as the barrier around the Grandmaster’s battlefield shattered from the effects of Galactus’s machinery. This world was coming to an end, and their fates would soon be decided by the two giant reptiles currently waging war upon one another.

Amidst such a cataclysm, the potency of _Potent Potables_ was in serious question.

At last, the two bloodied warriors crashed back to the surface. The Vorm lay dead, its red body scorched with burns and covered in slash wounds and bitemarks. From the mist, it was clear Reptyl was still standing. He took unsteady steps towards the four, his body racked with deep gashes, bone visible in torn sections of his tail, and a chunk was missing from his left thigh.

“Now,” he gasped, dazed and blood still spilling from his mouth, “I will kill you and your disgusting friends and win…this…” his eyes rolled back into his head and he fell forward, collapsing on the ground. If not for the terrible tremors, it would have been deathly silent in that ancient arena.

“Did…we just win?” Frog-Man asked, dumbfounded and looking to each of his comrades. No one seemed to know what to say. A large metal disk swooped down from the sky and hovered over them. It then began to glow.

“Anybody know what this—” Frog-Man’s next question was not heard on this doomed world, for before he could finish asking it, the victorious _Potent Potables_ had vanished into thin air.

**Notes for the Chapter:**

> Galactus was Created by Jack Kirby and Stan Lee.  
> His First Appearance was in Fantastic Four #48 (March 1966)


	15. Epilogue

**Summary for the Chapter:**

> The story ends...

“—is?” in the blink of an eye, Frog-Man found he was no longer in the bloodied arena, but in a large open chamber with a massive curved window, outside of which was the planet Olum-Yarisi, now a glowing mass. A gigantic circular vessel hovered outside of it, and from it descended a giant being in purple armor.

Still soaking wet from the rain, Frog-Man and the others rushed to the window and watched as the great being known to the universe as Galactus went about his work, consuming the life energies of an entire planet. There was a blinding explosion and then nothing, save dust and debris. It was such an awesome sight; Eugene had removed his mask to see it with his naked eyes. It was as close as he would ever get to witnessing a real act of god.

“Congratulations,” came a voice behind them. The team turned and found themselves standing before the Grandmaster, or at least, another hologram of him. He grinned, but there was a casual cruelty behind it.

“Sorry I’m not there to greet you in person,” he continued, somewhat disingenuously, “but as a rule, I try to stay at least one star system away from Galactus when he… _feeds_.”

Monark cursed under his breath and relaxed his grip on his pistol.

“So that’s it?” Lorina asked him. “We won?”

“That is correct,” he answered her, making a slight gesture to a nearby door. “And I must say, utilizing a Vorm to defeat Reptyl was _very_ clever. It was unexpected and a lot of people lost money because of it. Speaking of which…” the door slid open and a small robot rolled into the chamber with a metal case. It stood before them with a slight bow and presented the case to the group, opening it to reveal four small metallic cards.

“This is your share of the winnings,” the Grandmaster explained. “I think you’ll find I was more than generous with the units on each card.”

“Is this currency valid on earth?” Lorina grumbled, examining the card up close.

“Ah, not at all,” answered the Grandmaster with a chuckle. “But you’ll find it valid on most galactic satellites and colonies. Exchange rates vary.”

They each accepted their winnings in silence, not sure what to say. If any had the noble idea to shut these inhuman games down, it was sobering to learn that it wasn’t really an option.

“As for your _real_ prize,” the Grandmaster stated, his tone calm and matter-of-fact, ignoring the trials they had been through on his account. “This unit here will escort you to a shuttle that will fly you to a luxury starcruise. The cruise is highly rated and if you show the captain your proof of victory (which my staff will provide you at the shuttle), he will drop you at any planet or station you wish. How’s _that_ for a reward? Other than your very _lives_ , that is.”

“Crummy,” Lorina shot back.

The rest of the party was silent for a moment before Monark answered with a nod, “it is sufficient.” With that, he turned to face his three companions. “It seems this is where we part.” He first extended his hand to Eugene, who accepted it gratefully.

“Thank you for saving me down there,” he said with a sniffle.

“Thank _you_ for the same,” Monark replied with a grin. Next, he turned to Lorina, who was still drenched and somewhat caked with blood.

“Farewell, White Rabbit,” he said with a slight bow. “It has been an… _interesting_ journey.”

“Take care of that bird,” she replied flatly. “I liked him better than you.”

“I shall,” he chuckled. Lastly, he stood before Midnight Sun. He seemed ready to offer his hand, but then stopped, thinking of something better. “…Before coming _here,_ I was on my way to a colony in the Spartax Empire. There is a bounty there of some worth. Would you be interested in accompanying me? I could use a partner for this job.”

Midnight Sun was silent, as he always was, but accepted the offer with a slow nod. Monark seemed pleased and the robot escorted the pair of them towards the hangar bay. Before passing through the door, Midnight Sun turned back to Eugene and Lorina and tipped his hat. Eugene waved to him and then the two were gone.

“I have a question, Mr. Grandmaster,” Lorina said to the hologram. He frowned and looked down at her.

“I was wondering why you two hadn’t left with them.”

“Can we make a substitution to the reward?”

“Possibly…”

“I was thinking, what if instead of passage on some cruise, you give me a personal ship and one of these cute little robots to navigate and pilot it back to earth.”

“A personal craft?” He asked, somewhat perplexed. “That would make the journey take far longer, not to mention the considerable danger involved.”

“I know,” she answered with a crazed look in her eyes.

The Grandmaster sighed and considered her offer, finally answering, “I suppose that can be arranged. My orbiting station has several old ships not in use. I’m sure one can be fueled up for you. I certainly won’t miss one of the station units. You know what? Sure. I agree to your terms. I can easily get a refund on your cruise ticket. It’s worth far more than any vessels I have stationed there.” He glanced over to Eugene. “And _you_ , boy? Will you be accompanying this obviously deranged fool?”

Lorina looked to him expectantly.

Suddenly put on the spot, he glanced back out the window, where the planet on which he had just been fighting was now mere debris in the endless void. His mind drifted back to Earth. _Home_. What was waiting for him back home? His father, of course. And school. A chance to make new friends. Maybe get a regular job. At least part-time. What was waiting for him back home was a chance for a normal, serious life...

“If you don’t mind too much,” he turned and said to Lorina. “I’d like to go with you.”

She seemed surprised to hear it. As did the Grandmaster.

“It’s like you said,” he explained with a faint grin. “I’m not ready to be a boring old prince just yet.” He placed his frog mask back on his head, his eyes peeking out of the mouth. “I think I want to stay a frog a little while longer.”

Even with the dried blood on her smeared makeup, Lorina’s smile was joyful. She threw her arms around him and they embraced.

“This station unit will see you to your new ship,” the Grandmaster stated with a shrug. “Good luck. And be sure to tell all your friends about the Survival Game. We’re always in the market for fresh new competitors.” And with that, his image faded from view. Another small robot with two antennae jutting from its head rolled into the chamber and escorted them towards the hangar bay, though they were allowed a pitstop at the facilities to clean themselves up first. Looking good as new, they were then taken to a glistening silver ship, just big enough for the three of them. It was being loaded with food and supplies.

“This is the all-new Bunnymobile,” declared the White Rabbit proudly. Frog-Man chuckled, but had to admit he was terribly excited. He had no idea what was waiting for him out there amongst the stars. The robot took its place in the pilot’s seat while Frog-Man and the White Rabbit occupied the seats behind it, which were the comms chair and captain’s seat, respectively. The ship’s console illuminated, and the robot pilot (now affectionately dubbed, “M. Hare”) flew them out of the hangar and into the open arms of space.

“Where to, Captain?” Frog-Man asked her, jokingly.

The White Rabbit smiled and said, “Where else? Further down the rabbit hole.”

The End

**Author's Note:**

> Frog-Man was created by J.M. DeMatteis and Kerry Gammill  
> His First Appearance was in Marvel Team-Up #121 (September, 1982)


End file.
